Amendment No. 4 to Form S-1

S-1/A 1 ds1a.htm AMENDMENT NO. 4 TO FORM S-1 Amendment No. 4 to Form S-1

Index to Financial Statements

As filed with the Securities and Exchange Commission on October 4, 2006.

Registration No. 333-134033

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SUSSER HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

5412

01-0864257

(State or other jurisdiction of

Incorporation or organization)

(Primary standard industrial

classification code number)

(I.R.S. Employer

Identification No.)

4433 Baldwin Boulevard

Corpus Christi, Texas 78408

(361) 884-2463

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Sam L. Susser

President and Chief Executive Officer

Susser Holdings Corporation

4433 Baldwin Boulevard

Corpus Christi, Texas 78408

(361) 884-2463

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

W. Stuart Ogg, Esq.

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas 75201

Telephone: (214) 746-7700

Facsimile: (214) 746-7777

E.V. Bonner, Jr., Esq.

Executive Vice President, Secretary and General Counsel

Susser Holdings Corporation

4433 Baldwin Boulevard

Corpus Christi, Texas 78408

Telephone: (361) 884-2463

Facsimile: (361) 693-3725

Valerie Ford Jacob, Esq.

Michael A. Levitt, Esq.

Fried, Frank, Harris, Shriver

& Jacobson LLP

One New York Plaza

New York, New York 10004

Telephone: (212) 859-8000

Facsimile: (212) 859-4000

Approximate date of commencement of proposed sale to public:

As soon as practicable after the Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Index to Financial Statements

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated October 4, 2006

PROSPECTUS

6,000,000 Shares

LOGO

Susser Holdings Corporation

Common Stock

This is Susser Holdings Corporation’s initial public offering. Susser is selling all of the shares.

We expect the public offering price to be between $16.00 and $18.00 per share. Currently, no public market exists for the shares. Our common stock has been approved for listing on The NASDAQ Global Market under the symbol “SUSS.”

Investing in the common stock involves risks that are described in the “ Risk Factors” section beginning on page 17 of this prospectus.


	Per Share	Total
Public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to Susser Holdings Corporation	$	$

The underwriters may also purchase up to an additional 900,000 shares from Susser at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about , 2006.

Merrill Lynch & Co.

JPMorgan

Jefferies & Company

Morgan Keegan & Company, Inc.

The date of this prospectus is , 2006.

Index to Financial Statements

LOGO

Index to Financial Statements

LOGO

Index to Financial Statements

TABLE OF CONTENTS


		Page
Summary		1
Risk Factors		17
Forward-Looking Statements		30
About This Prospectus		31
Corporate Formation Transactions		33
Use of Proceeds		34
Dividend Policy		34
Capitalization		35
Dilution		37
Selected Financial and Operating Data		39
Unaudited Pro Forma Consolidated Financial Statements		44
Management’s Discussion and Analysis of Financial Condition and Results of Operations		53
Business		77
Management		95
Certain Relationships and Related Party Transactions		106
Principal Stockholders		109
Description of Capital Stock		111
Shares Eligible for Future Sale		114
Material U.S. Federal Tax Considerations For Non-U.S. Holders of Common Stock		117
Underwriting		121
Legal Matters		125
Experts		125
Additional Information		125
Index to Consolidated Financial Statements		F-1

Index to Financial Statements

SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including “Risk Factors,” our audited consolidated financial statements, the notes to those financial statements and the other financial information appearing elsewhere in this prospectus, before you decide to invest in our common stock. In this prospectus, “we,” “us,” and “our” refer to the business conducted by Stripes Holdings LLC prior to a series of corporate formation transactions that will result in the unitholders of Stripes Holdings LLC receiving common stock of Susser Holdings Corporation. See “Corporate Formation Transactions.” We use a 52 or 53 week fiscal year, which ends on the Sunday nearest to December 31. Adjusted EBITDA is a non-GAAP financial measure of performance and liquidity that has limitations and should not be considered as a substitute for net income or cash provided by (used in) operating activities—please see footnote 8 under “—Summary Historical Consolidated Financial and Operating Data” and footnote 7 under “—Summary Pro Forma Financial Data” for a discussion of our use of EBITDA and Adjusted EBITDA in this prospectus and a reconciliation to net income and cash provided by (used in) operating activities for the periods presented.

Our Company

Our total revenues and Adjusted EBITDA for the twelve months ended July 2, 2006, and for the fiscal year ended January 1, 2006, were $2.2 billion and $52.6 million, and $1.9 billion and $54.4 million, respectively. This represents a compounded annual growth rate, or CAGR, of 26.6% and 12.5%, and 25.4% and 15.2%, respectively, for sales and Adjusted EBITDA since the fiscal year ended December 30, 2001. Our pro forma net income (loss) and Adjusted EBITDA for the twelve months ended July 2, 2006, and for the fiscal year ended January 1, 2006, were ($5.7) million and $46.9 million, and ($8.0) million and $42.8 million, respectively, after giving effect to this offering and the December 2005 transactions and related charges.

Our stores offer a varied selection of food, beverage, snacks, grocery and non-food items intended to appeal to the convenience needs of our customers. We also offer made-from-scratch food under the Laredo Taco Company brand at 137 locations, which has contributed to our strong same store sales growth and our margins in excess of industry averages. For the twelve months ended July 2, 2006, and for the fiscal year ended January 1, 2006, the retail segment produced revenue and gross profit of $1,288.8 million and $186.0 million, and $1,127.2 million and $173.6 million, respectively. As a wholesale distributor of motor fuel, we purchase branded and unbranded motor fuel from refiners and distribute it through third-party transportation providers to our own convenience stores, to 352 contracted dealer locations throughout Central and South Texas, and to other end users. For the twelve months ended July 2, 2006, and for the fiscal year ended January 1, 2006, the wholesale segment produced third party revenues and gross profit of $920.4 million and $31.2 million, and $768.1 million and $28.1 million, respectively.

Index to Financial Statements

Industry Trends

We operate within the large and growing U.S. convenience store industry. According to Retail Forward, Inc., our industry is expected to grow from $474.2 billion in 2005 to $559.9 billion in 2009, which represents a CAGR of 4.2%. Our industry is highly fragmented, with the 10 largest convenience store retailers accounting for approximately 9% of total industry stores in 2004. Furthermore, small, local operators with 50 or fewer stores account for approximately 74% of all convenience stores operated by retailers in 2005. We believe we will continue to benefit from several key industry trends and characteristics, including:

Increasing size of retail stores, specifically supermarkets and large format hypermarkets, driving consumers to small box retailers, such as convenience stores, to meet their demand for speed and convenience in daily shopping needs;

Continuing shift of consumer food and general merchandise purchases away from traditional supermarkets to convenience stores, hypermarkets and drug stores;

Changing consumer demographics and eating patterns resulting in more food consumed away from home;

Highly fragmented nature of the industry providing larger chain operators with significant scale advantage; and

Continued opportunities to compete more effectively and grow through acquisitions as a result of continued industry consolidation.

Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors and contribute to our continued success:

Leading Market Position in Highly Attractive Markets. We believe we are the largest non-refining convenience store chain in Texas. We believe we operate approximately five times as many stores as our next largest convenience store competitor in the rapidly growing South Texas market. Approximately 90% of our stores are located in South Texas, which includes high population growth areas (Brownsville and McAllen in the Rio Grande Valley and Laredo) and popular tourist destinations (Corpus Christi, Port Aransas and South Padre Island). We believe we are well positioned to capitalize on the growth in our markets by tailoring our merchandise mix, especially Laredo Taco Company, and marketing strategy to the preferences of our local population. The following table highlights the demographics in certain of our markets versus Texas and the United States:


Demographics(1)	Rio Grande Valley	Laredo	Houston		Corpus Christi	Texas	United States
Population (MSA ‘03/‘04)	1,110,136	197,488	5,180,443		409,741	22,490,022	293,655,404
Growth (‘90 – ‘00)	40%	41%	27%		10%	23%	13%
Projected Growth (‘00 – ‘10)	20%	33%	10%		8%	10%	11%
Est. Hispanic Population (‘00)	87%	94%	28%		53%	32%	13%
Percent of Our Retail Store Base	45%	9%	1%	(2)	30%	94%	100%

(1)

Source: U.S. Census Bureau and other demographic information.

(2)

Approximately 78% of our dealer locations are located in the Houston MSA.

Differentiated Retail Strategy. We believe our retail strategy, which emphasizes merchandising, foodservice and technology, is superior to our competition. We believe we are less dependent on cigarettes and motor fuel than the industry as we focus our in-store merchandise mix on attractive product categories, such as beverages and Laredo Taco Company foodservice, which have higher growth and margin characteristics. Our new store model is almost twice the size of the typical convenience store and features a comprehensive

Index to Financial Statements

convenience merchandise selection of approximately 2,800 merchandise units, an in-store Laredo Taco Company kitchen and large fountain and coffee bar fixtures. We have opened 55 new large format stores since 1999. To further improve our operating performance, we have developed information systems in all of our stores that allow us to collect, analyze and adjust our business strategy. For example, we have utilized point-of-sale scanning in all of our stores since 2000 and are able to track sales and margin trends at the store and the merchandise unit level to adjust our merchandise mix and pricing strategy to meet local customer preferences and improve profitability.

As a result of our differentiated strategy, our retail stores have produced positive annual merchandise same store sales growth in each of the last ten years. For the last eight fiscal years, our annual merchandise same store sales growth has averaged 5.1% (which was not inflated by increases in cigarette excise taxes). The following table illustrates our superior retail operations for the fiscal year ended January 1, 2006 versus the 2005 industry averages:


	Retail Store Performance
	Susser			Industry(1)
Foodservice as a percent of merchandise sales		17.5	%		11.9	%
Cigarettes as a percent of merchandise sales		18.2	%		34.4	%
Merchandise gross margin		32.3	%		29.5	%
Motor fuel as a percent of total gross profit		28.8	%		37.2	%
Earnings before interest, depreciation, amortization and rent per store (dollars in thousands)	$	146.8		$	131.5

(1)

Source: 2006 NACS State of the Industry July 2006.

Our Proprietary Laredo Taco Company Restaurant. Laredo Taco Company, our proprietary in-store restaurant operation located in 137 of our stores, is a valuable competitive advantage that differentiates us from other convenience stores. Laredo Taco Company produces higher gross profit margins than most other merchandise categories and drives complementary merchandise purchases in approximately 68% of its transactions based on a market basket analysis across a sample of our stores. In locations with a Laredo Taco Company, many of which are our large format stores, the average number of customer transactions is approximately 53% greater than in our non-restaurant stores. Laredo Taco Company has been a positive driver of sales growth, generating average same store restaurant sales growth of 15.9% from December 29, 2002 through July 2, 2006.

Established Hypermarket Strategy. We have adjusted our retail strategy to profitably compete and grow in our markets with the entrance of hypermarkets over the last decade. Hypermarkets, or large format grocery and general merchandise retailers, entered South Texas ten years ago and many sell motor fuel at competitive prices in our markets. From 1996 to 2000, our motor fuel gross profit declined by approximately four cents per gallon compared to the preceding five year period, reflecting the new competitive environment. Since that time, we have invested in more efficient motor fueling facilities designed to handle higher volumes to offset some of the margin pressure while improving our higher margin in-store merchandise offerings and focusing on the convenience of our format. We believe that these actions, along with our combined retail and wholesale purchasing leverage, have positioned us to effectively compete with these hypermarkets. As a result, over the last five years, our annual motor fuel gross profit per gallon has stabilized and slightly improved as we have been able to benefit from our market share with more favorable procurement costs and economies of scale.

Proven Retail Growth Strategy. We have increased our retail store count by 75% over the last five years through a combination of new large format store construction and acquisitions. We have consistently generated strong returns on investment from our new retail stores. Our new store model averages 4,800 square feet, includes larger fueling facilities and features our extensive selection of convenience merchandise and beverages as well as a Laredo Taco Company. The 37 retail stores that we built from 1999 to 2004 generated an

Index to Financial Statements

average unlevered return on invested capital of approximately 19% in 2005 (prior to debt or lease financing). We opened 16 new stores in 2005 and plan to open 16 to 18 stores in 2006. The two significant retail store acquisitions we completed in 2001 have each generated unlevered returns on capital in excess of the 2005 return on our new stores.

Unique Retail Wholesale Business Model. We believe our unique business model of operating both retail convenience stores and wholesale motor fuel distribution provides us with significant advantages over our competitors. Unlike many of our convenience store competitors, we are able to take advantage of the combined motor fuel purchasing volumes to obtain attractive pricing and terms while reducing the variability in motor fuel margins. We receive a fixed fee per gallon on approximately 75% of our third party wholesale gallons sold, which reduces the overall variability of our financial results. Additionally, we offer our dealers the ability to participate in various merchandise and services programs developed in conjunction with our retail segment. This allows us to take advantage of additional scale when negotiating terms with our suppliers, and these value added programs allow us to attract additional dealers to our network while differentiating us from traditional motor fuel distributors. In July 2006, we entered into a new long-term motor fuel supply contract with Valero to supply all of our retail stores and selected wholesale locations that are currently supplied by CITGO. We believe this new contract secures very favorable motor fuel supply terms, specifically competitive pricing, stability of supply and a 12 year term.

Experienced Management with Significant Ownership. Our management team, led by President and Chief Executive Officer Sam L. Susser, has a strong track record of revenue growth and profitability improvement. Sam L. Susser joined us in 1988, when we operated five stores and had revenues of $8.4 million. For the twelve months ended July 2, 2006, and for the fiscal year ended January 1, 2006, our revenues have increased to $2.2 billion and $1.9 billion, respectively, and our retail store count has increased to 320 as of July 2, 2006. Our management team has an average tenure with us and in the convenience store industry of 15 years and 22 years, respectively. As part of the December 2005 recapitalization transactions, management invested in the company and upon the completion of this offering, the executive management team will beneficially own approximately 16.7% of our common stock.

Growth Strategy

We believe that there is significant opportunity to continue to increase our sales and profitability through the continued implementation of our operating strategy and through growing our store base in existing and contiguous markets both organically and through strategic acquisitions. We expect to use a portion of the net proceeds from this offering as growth capital to pursue this growth strategy. Specific elements of our growth strategy include the following:

Open New Convenience Stores and Expand Our Dealer Network. Over the last seven years, since January 1999, we have opened 61 retail stores (including six single site acquisitions) and 175 new dealer locations. We intend to continue opening new stores and additional dealer locations in existing and contiguous markets.

Index to Financial Statements

Expand Our Proprietary Laredo Taco Company Restaurants. We believe that the success of Laredo Taco Company provides us with a significant opportunity for growth and margin improvement since it is currently only offered in approximately 40% of our stores. We believe we can add our proprietary restaurant offering to every newly constructed store and to 30 to 45 of our existing stores. In addition, while we currently focus on breakfast and lunch, we are expanding these operations to include a dinner service in a variety of locations, which we expect will further drive our profitability and same store sales growth.

Enhance Profitability Through Our Rebranding Initiative. As of July 2, 2006, 305 of our 320 store locations were branded under the Circle K banner. Our license agreement with our Circle K licensor expires in November 2006. We do not plan to renew the agreement and have started to rebrand all of our convenience stores to our proprietary Stripes brand during the second half of 2006. For the twelve months ended July 2, 2006, and for the fiscal year ended January 1, 2006, we paid $3.6 million, and $3.4 million, respectively, for the use of the Circle K trade name and we believe rebranding to Stripes will afford us more flexibility for future growth while enhancing our profitability. Over the last three years, we have replaced all of the Circle K trade dress inside our stores with our own designs and brands. Our motor fuel canopies and pumps will continue to be branded with the banners of major oil company suppliers whose signage is prominently displayed at our locations. Based upon our previous rebranding initiatives, we do not expect our store operations or customer experience to be adversely affected by this rebranding initiative.

Pursue Acquisitions in Existing and Contiguous Markets. We have completed nine acquisitions in the last 17 years, adding 326 retail stores and 234 dealers. We believe this acquisition experience and our scalable infrastructure forms a strong platform for future growth through acquisitions and we plan to pursue acquisition opportunities within the highly fragmented convenience store industry. We will focus on existing and contiguous markets where demographics and overall market characteristics are similar to our existing markets. With approximately 20,000 convenience stores operating in Texas, Arkansas, Louisiana, New Mexico and Oklahoma, we believe there are significant opportunities to further penetrate our existing markets and selectively expand into new markets. This region has been under intense competitive pressure from hypermarkets and other supermarket operators, making the region ripe for continued consolidation as weaker competitors exit the business. In addition, our unique retail/wholesale business model provides us with strategic flexibility to acquire chains with both retail and dealer locations.

Risks Related to Our Business and Strategy

Despite the competitive strengths and growth strategy described above, there are a number of risks and uncertainties that may affect our financial and operating performance and our ability to execute our strategy, including increased competition in the industry, volatility of motor fuel prices, our ability to open and profitably operate new retail convenience stores and to successfully integrate acquired sites and businesses. In addition to these risks and uncertainties, you should also consider the risks discussed under “Risk Factors.”

Recent Developments

Recent Results

Our unaudited interim consolidated financial statements for the three and nine months ended October 1, 2006 are not yet available. While full financial information for the third quarter 2006 is not available, based on management’s current estimates, we expect that for the three month period ended October 1, 2006, our same store merchandise sales will increase between 7.5% and 8.25% and average retail gallons per store will increase between 5.5% and 6.5% compared to the comparable period in 2005. In addition, we expect our retail fuel margin per gallon to exceed the comparable period last year by two to five cents per gallon, and expect our wholesale fuel margin per gallon for the third quarter 2006 to be between six and seven cents.

Index to Financial Statements

Recent Transactions

On July 28, 2006, we entered into a new long-term supply agreement with Valero Marketing and Supply Company, which expires July 13, 2018, to supply all of our retail stores with motor fuel that are currently supplied by CITGO as well as selected wholesale locations. In connection with this new supply agreement, we are rebranding all of our existing retail stores that are currently supplied by CITGO to the Valero or Shamrock brand or the Stripes brand, which we expect will be completed over the next five to seven months.

On June 30, 2006, we sold 25 unattended fueling facilities for $3 million. We are continuing to supply these locations with motor fuel on an unbranded basis.

In December 2005, we completed a series of recapitalization transactions whereby affiliates of Wellspring Capital Management LLC, or Wellspring, acquired a controlling interest in Stripes Holdings LLC, our predecessor company, and Sam L. Susser, our President and Chief Executive Officer, and certain other members of our management and board of directors also invested in the company. In connection with this recapitalization, our subsidiaries issued $170 million 10⁵/8% senior notes due 2013 and sold 74 of our retail stores to affiliates of National Retail Properties, Inc. for $170 million and entered into leaseback agreements for each of the stores. We used the proceeds from these transactions to repay our previous credit facility and other indebtedness and repurchase the preferred and common equity interests of certain equity holders, and subsequently entered into a new $50 million revolving credit facility. We sometimes refer to these transactions in this prospectus as the “December 2005 transactions.”

Our Financial Sponsor

Upon completion of this offering, Wellspring will control approximately 6,604,882 shares of our common stock or 43.0%. Founded in 1995, Wellspring is a New York-based private equity firm with more than $2 billion in equity capital under management, including $1 billion of capital in its current fund. The firm takes controlling positions in promising middle-market companies where it can realize substantial value by contributing innovative operating and financing strategies as well as capital. Wellspring’s limited partners include some of the largest and most respected institutional investors in the United States, Canada and Europe. Wellspring’s current portfolio includes investments in food distribution, restaurants, education, retail, business services and other industries.

Principal Executive Offices

Susser Holdings Corporation, a Delaware corporation, was incorporated in May 2006. Upon completion of the corporate formation transactions described in this prospectus, Susser Holdings Corporation will serve as a holding company for its subsidiaries. Our principal executive offices are located at 4433 Baldwin Boulevard, Corpus Christi, Texas 78408, and our telephone number is (361) 884-2463. Our website address is www.susser.com. The information contained on our website is not part of this prospectus.

Index to Financial Statements

The Offering

Common stock offered by us

6,000,000 shares

Shares outstanding after the offering

15,349,162 shares

Use of proceeds

Based on an initial public offering price of $17.00 per share (the midpoint of the range on the front cover of this prospectus), we estimate that our net proceeds from this offering, after deducting underwriting discounts, commissions and estimated offering expenses and without exercise of the overallotment option, will be approximately $93.3 million. We intend to use these net proceeds:

to redeem $50.0 million of our 10⁵/8% senior notes due 2013, plus the payment of accrued interest and premium thereon (approximately $5.5 million as of July 2, 2006);

to repay all outstanding borrowings under our revolving credit facility (approximately $11.4 million as of July 2, 2006); and

for general corporate purposes, including growth capital.

Risk Factors

See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of the common stock.

NASDAQ Global Market trading symbol

SUSS

The number of shares outstanding after the offering is based on an assumed initial offering price of $17.00 per share (the midpoint of the range on the front cover of this prospectus). The number of shares outstanding after the offering excludes 2,637,277 shares reserved for issuance under our equity plan, of which options to purchase 1,228,291 shares at an average option price of $16.49 have been issued. This number assumes that the underwriters’ overallotment option is not exercised. If the overallotment option is exercised in full, we will issue and sell an additional 900,000 shares.

Depending on market conditions at the time of pricing of this offering and other considerations, we may sell fewer or more shares than the number set forth on the cover page of this prospectus. We will inform investors at or prior to the time of pricing of any change in the number of shares being sold.

Index to Financial Statements

Summary Pro Forma Financial Data

The following table sets forth our summary unaudited pro forma financial data as of and for the six months ended July 2, 2006, for the six months ended July 3, 2005 and for the fiscal year ended January 1, 2006. The summary unaudited pro forma financial data presented below is derived from our unaudited pro forma consolidated financial information and the notes thereto included under the caption “Unaudited Pro Forma Consolidated Financial Statements.” You should read the following summary unaudited pro forma financial data together with such information as well as “Capitalization,” “Use of Proceeds,” “Selected Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited and unaudited consolidated financial statements and related notes appearing elsewhere in this prospectus.

The summary unaudited pro forma financial data gives effect to the pro forma adjustments described in the footnotes to the table below.


	Unaudited Pro Forma
				Six Months Ended
	Fiscal Year Ended January 1, 2006(1)			July 3, 2005(1)			July 2, 2006(2)
	(dollars in thousands, except per share)
Statement of Operations Data:
Revenues:
Merchandise sales	$	329,530		$	162,124		$	180,512
Motor fuel—retail		780,441			356,995			499,319
Motor fuel—wholesale		764,759			328,936			480,734
Other		21,534			10,993			11,904

Total revenues		1,896,264			859,048			1,172,469
Gross profit:
Merchandise		106,450			52,849			59,546
Motor fuel—retail		49,922			20,227			25,007
Motor fuel—wholesale		24,286			9,178			12,227
Other		20,917			10,727			11,573

Total gross profit		201,575			92,981			108,353
Operating expenses:
Selling, general and administrative expenses(3)		177,236			76,041			87,549
Other operating expenses(4)		24,602			10,656			11,156

Income (loss) from operations		(263	)		6,284			9,648
Interest expense, net		(12,930	)		(6,421	)		(6,762	)
Other miscellaneous(5)		904			(464	)		77

Net income (loss) before income taxes		(12,289	)		(601	)		2,963
Income taxes		4,301			210			(1,037	)

Net income (loss)	$	(7,988	)	$	(391	)	$	1,926


Earnings (loss) per share(6):
Basic	$	(0.58	)	$	(0.03	)	$	0.14
Diluted	$	(0.58	)	$	(0.03	)	$	0.14
Weighted-average number of shares outstanding(6):
Basic		13,682,033			13,682,033			13,682,033
Diluted		13,682,033			13,682,033			13,719,214

Index to Financial Statements


	Unaudited Pro Forma
			Six Months Ended
	Fiscal Year Ended January 1, 2006(1)		July 3, 2005(1)		July 2, 2006(2)
	(dollars in thousands)
Other Financial Data:
EBITDA(7)	$	25,884	$	17,295	$	21,158
Adjusted EBITDA(7)		42,757		16,828		20,995


	As of July 2, 2006(8)
Balance Sheet Data:
Cash and cash equivalents	$	31,825
Working capital (deficit)(9)		(212	)
Total assets		424,592
Total debt		120,000
Stockholders’ equity(10)		153,044

(1)

The unaudited pro forma statement of operations data for our fiscal year ended January 1, 2006 and the six months ended July 3, 2005 give effect to:

the investment by Wellspring and senior management of approximately $128.5 million in equity capital;

the offering and sale of $170 million of 10⁵/8% senior notes due 2013 by our subsidiaries Susser Holdings, L.L.C. and Susser Finance Corporation;

the sale and leaseback of 74 of our retail stores to affiliates of National Retail Properties, Inc. for $170 million of gross proceeds to one of our subsidiaries;

repayment of all our previous existing indebtedness and repurchase of the preferred and common equity interests of certain equity holders;

a new $50 million revolving credit facility that was entered into by Susser Holdings, L.L.C.;

the termination of certain consulting arrangements;

the offering of common stock hereby and use of proceeds therefrom as described in this prospectus (other than proceeds applied to general corporate purposes, which are reflected as an increase in cash on our pro forma balance sheet and do not impact the statement of operations for the periods presented); and

our corporate formation transactions, described under “Corporate Formation Transactions,”

in each case as if such transactions occurred on January 3, 2005.

(2)

The unaudited pro forma statement of operations data for the six months ended July 2, 2006 give effect to:

our corporate formation transactions, described under “Corporate Formation Transactions,” and

the termination of the management services agreement upon completion of this offering, in each case as if such transactions had occurred on January 2, 2006.

(3)

Includes a royalty fee for licensing the Circle K trade name under a license agreement that expires in November 2006. We plan to rebrand our stores to the Stripes brand during the second half of 2006, after which this royalty payment, which was $3.4 million for the fiscal year ended January 1, 2006 and $1.9 million and $1.7 million for the six months ended July 2, 2006 and July 3, 2005, respectively, will be eliminated. To support our proprietary Stripes brand, we intend to increase our annual marketing expense by approximately $0.8 million per year. Includes non-cash stock based compensation expenses of $1.2 million for the fiscal year ended January 1, 2006 and $0.2 million for the six months ended July 2, 2006. Also includes $17.3 million of compensation expense recognized in connection with redemption of options related to the December 2005 transactions. This compensation cost has not been eliminated in the pro forma adjustments for the fiscal year ended January 2, 2006.

(footnotes continued on following page)

Index to Financial Statements

(4)

Includes loss (gain) on disposal of assets, impairment charges, depreciation, amortization and accretion.

(5)

(6)

Immediately prior to this offering, Stripes Holdings LLC will merge with a subsidiary of Susser Holdings Corporation, with the former holders of membership units in Stripes Holdings LLC receiving shares of common stock of Susser Holdings Corporation. See “Corporate Formation Transactions.” Pro forma earnings per share is calculated by dividing the net income (loss) by the basic and diluted shares outstanding. Basic and diluted shares outstanding reflect the number of shares of common stock expected to be outstanding after this offering, less 1,667,129 shares offered hereby for which the net proceeds are being used for general corporate purposes. If the shares offered hereby that were allocated to general corporate purposes were included in such calculations, basic and diluted earnings per share for fiscal year ended January 1, 2006 and six months ended July 3, 2005 and July 2, 2006 would have been $(0.52) and $(0.52), $(0.03) and $(0.03), and $0.13 and $0.13, respectively. Diluted earnings per share also includes in-the-money stock options using the treasury stock method.

(7)

We define EBITDA as net income before interest expense, net, income taxes and depreciation, amortization and accretion. Adjusted EBITDA further adjusts EBITDA by excluding cumulative effect of changes in accounting principles, discontinued operations, non-cash stock based compensation expense, and certain other operating expenses that are reflected in our net income that we do not believe are indicative of our ongoing core operations, such as significant transaction expenses associated with the December 2005 transactions and the gain or loss on disposal of assets and impairment charges. In addition, those expenses that we have excluded from our presentation of Adjusted EBITDA (along with our royalty expenses, marketing expenses, management fees and other items) are also excluded in measuring our covenants under our revolving credit facility and the indenture governing our senior notes.

We believe that Adjusted EBITDA is useful to investors in evaluating our operating performance because

it is used as a performance and liquidity measure under our subsidiaries’ revolving credit facility and the indenture governing our senior notes, including for purposes of determining whether they have satisfied certain financial performance maintenance covenants and our ability to borrow additional indebtedness and pay dividends to us;

securities analysts and other interested parties use it as a measure of financial performance and debt service capabilities;

it facilitates management’s ability to measure operating performance of our business because it assists us in comparing our operating performance on a consistent basis since it removes the impact of items not directly resulting from our retail convenience stores and wholesale motor fuel distribution operations;

it is used by our management for internal planning purposes, including aspects of our consolidated operating budget, capital expenditures, as well as for segment and individual site operating targets; and

it is used by our board of directors and management for determining certain management compensation targets and thresholds.

EBITDA and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

they do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

they do not reflect changes in, or cash requirements for, working capital;

they do not reflect significant interest expense, or the cash requirements necessary to service interest or principal payments on our revolving credit facility or senior notes;

they do not reflect payments made or future requirements for income taxes;

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and

because not all companies use identical calculations, our presentation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

(footnotes continued on following page)

Index to Financial Statements

The following table presents a reconciliation of pro forma net income to EBITDA and Adjusted EBITDA:


	Unaudited Pro Forma
	Fiscal Year Ended January 1, 2006			Six Months Ended
	Fiscal Year Ended January 1, 2006			July 3, 2005			July 2, 2006
Net income (loss)	$	(7,988	)	$	(391	)	$	1,926
Depreciation, amortization & accretion		25,243			11,475			11,433
Interest expense, net		12,930			6,421			6,762
Income tax		(4,301	)		(210	)		1,037

EBITDA	$	25,884		$	17,295		$	21,158
Non-cash stock based compensation expense		1,188			—			226
Loss (gain) on disposal and impairment		(641	)		(819	)		(277	)
Other miscellaneous(a)		16,326			352			(112	)

Adjusted EBITDA	$	42,757		$	16,828		$	20,995

(a)

Includes income from non-consolidated joint venture and other non-operating income. Fiscal year ended January 1, 2006 includes $17.3 million of compensation expense recognized in connection with redemption of options related to the December 2005 transactions.

(8)

The unaudited pro forma balance sheet data as of July 2, 2006 give effect to the offering of common stock hereby and use of proceeds therefrom as described in this prospectus and the corporate formation transactions described under “Corporate Formation Transactions,” in each case as if such transactions had occurred on July 2, 2006. A $1.00 increase (decrease) in the assumed initial public offering price of $17.00 per share would increase (decrease) each of cash and cash equivalents, working capital (deficit), total assets and stockholders’ equity by approximately $5.6 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions. In addition, depending on market conditions at the time of pricing of this offering, we may sell fewer or more shares than the number set forth on the cover page of this prospectus. The pro forma information presented above is illustrative only and following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of the offering determined at pricing.

(9)

Working capital (deficit) is defined as total current assets (excluding cash and cash equivalents) less total current liabilities (excluding current maturities of long term debt).

(10)

As of July 2, 2006, Stripes Holdings LLC was a limited liability company. The pro forma stockholders’ equity as of such date gives effect to the corporate formation transactions, as well as this offering.

Index to Financial Statements

Summary Historical Consolidated Financial and Operating Data

Susser Holdings Corporation was incorporated in May 2006 and did not have any operations prior to that time. Summary historical consolidated financial data in the tables below are derived from the historical consolidated financial statements of Stripes Holdings LLC and its subsidiaries. For a description of the transactions related to the formation of Susser Holdings Corporation as a holding company for Stripes Holdings LLC, see “Corporate Formation Transactions.”

The following table sets forth our summary historical consolidated financial data and store operating data for the periods indicated. The historical consolidated statements of operations data for each of the fiscal years 2003, 2004 and 2005 are derived from, and are qualified in their entirety by, our audited consolidated financial statements included elsewhere in this prospectus. The combined statement of operations data for fiscal 2005 reflects the combined results of 352 days of our predecessor, Susser Holdings, L.L.C., and 12 days of Stripes Holdings LLC. The unaudited historical financial data as of and for the six month periods ended July 3, 2005 and July 2, 2006 have been derived from our unaudited consolidated financial statements. Historical results are not necessarily indicative of the results to be expected in the future. You should read the following summary historical consolidated financial data together with “Capitalization,” “Selected Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited and unaudited consolidated financial statements and related notes appearing elsewhere in this prospectus. In the following table, dollars and gallons are in thousands, except per share, per store and per gallon data and as otherwise indicated.

Index to Financial Statements


	Predecessor									Company			Predecessor and Company Combined			Predecessor			Company
	Fiscal Year Ended						352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006(2)			Unaudited Six Months Ended
	December 28, 2003			January 2, 2005(1)			352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006(2)			July 3, 2005			July 2, 2006
	(dollars and gallons in thousands, except per share, per store and per gallon data)
Statement of Operations Data:
Revenues:
Merchandise sales	$	280,799		$	306,990		$	320,756		$	8,774		$	329,530		$	162,124		$	180,512
Motor fuel sales—retail		460,022			585,966			754,991			25,450			780,441			356,995			499,319
Motor fuel sales—wholesale		389,074			540,482			739,717			25,042			764,759			328,936			480,734
Other		19,005			20,737			20,773			761			21,534			10,993			11,904

Total revenues		1,148,900			1,454,175			1,836,237			60,027			1,896,264			859,048			1,172,469
Gross profit:
Merchandise		89,879			98,865			103,873			2,577			106,450			52,849			59,546
Motor fuel—retail		38,926			43,629			48,789			1,133			49,922			20,227			25,007
Motor fuel—wholesale		16,944			17,530			23,704			582			24,286			9,178			12,227
Other		17,782			20,491			20,157			760			20,917			10,727			11,573

Total gross profit		163,531			180,515			196,523			5,052			201,575			92,981			108,353
Operating expenses:
Selling, general and administrative expenses(3)		121,522			132,216			160,432			5,152			165,584			70,019			87,921
Other operating expenses(4)		25,180			27,640			28,628			936			29,564			11,499			11,281

Income from operations		16,829			20,659			7,463			(1,036	)		6,427			11,463			9,151
Interest expense, net		(14,205	)		(14,605	)		(17,527	)		(608	)		(18,135	)		(7,010	)		(9,418	)
Other miscellaneous(5)		43			(7	)		(8,928	)		(6	)		(8,934	)		(464	)		77

Income (loss) from continuing operations		2,667			6,047			(18,992	)		(1,650	)		(20,642	)		3,989			(190	)
Discontinued operations(6)		90			—			—			—			—			—			—
Cumulative effect of changes in accounting principles		(2,079	)		—			—			—			—			—			—

Net income (loss)	$	678		$	6,047		$	(18,992	)	$	(1,650	)	$	(20,642	)	$	3,989		$	(190	)

Earnings (loss) per share(7):
Basic	$	(1.50	)	$	0.63		$	(10.09	)	$	(0.13	)	$	(9.40	)	$	0.67		$	(0.01	)
Diluted	$	(1.50	)	$	0.62		$	(10.09	)	$	(0.13	)	$	(9.40	)	$	0.67		$	(0.01	)
Weighted-average number of shares outstanding(7):
Basic		2,332,726			2,332,726			2,332,726			12,849,660			2,679,438			2,332,726			12,849,660
Diluted		2,332,726			2,365,854			2,332,726			12,849,660			2,679,438			2,332,726			12,849,660

Other Financial Data:
EBITDA(8)	$	37,617		$	46,909		$	27,804		$	(106	)	$	27,698		$	23,317		$	20,786
Adjusted EBITDA(8)		41,991			49,940			54,515			(106	)		54,409			22,850			20,995
Cash provided by (used in):
Operating activities	$	34,636		$	27,201		$	43,800		$	(14,721	)	$	29,079		$	23,887		$	17,372
Investing activities(9)		(29,855	)		(42,325	)		123,118			(260,207	)		(137,089	)		(28,980	)		(16,954	)
Financing activities		3,195			8,664			(202,171	)		301,141			98,970			2,952			4,809
Capital expenditures, net(9)		29,855			42,325			46,882			—			46,882			32,836			20,881

Store Operating Data:
Number of retail stores (end of period)		305			306									319			316			320
Number of wholesale dealer locations supplied (end of period)		332			333									346			338			352
Average per retail store:
Merchandise revenue (in thousands)	$	916		$	998								$	1,055		$	528		$	566
Motor fuel gallons (in thousands)		1,077			1,125									1,186			607			645
Merchandise same store sales growth(10)		4.1	%		4.8	%								3.6	%		6.6	%		4.9	%

Other Operating Data:
Merchandise margin, net of shortages		32.0	%		32.2	%								32.3	%		32.6	%		33.0	%
Motor fuel gallons sold—retail		326,958			343,869									367,941			184,984			204,318
Motor fuel gallons sold—wholesale(11)		393,765			427,255									441,543			215,579			227,674
Average retail motor fuel price per gallon	$	1.41		$	1.70								$	2.12		$	1.93		$	2.44
Retail motor fuel gross profit cents per gallon		11.9	¢		12.7	¢								13.6	¢		10.9	¢		12.2	¢
Wholesale motor fuel gross profit cents per gallon		4.3	¢		4.1	¢								5.5	¢		4.3	¢		5.4	¢

Index to Financial Statements


	As of July 2, 2006
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	9,343
Working capital (deficit)(12)		(6,014	)
Total assets		390,801
Total debt		181,370
Members’ Interest		57,618

(1)

The fiscal year ended January 2, 2005 contained 53 weeks of operations for the retail segment, while all other fiscal years reported and referenced contained 52 weeks.

(2)

The statement of operations data for fiscal 2005 reflects the combined results of 352 days of our predecessor, Susser Holdings, L.L.C., and 12 days of Stripes Holdings LLC. Historical results are not necessarily indicative of the results to be expected in the future.

(3)

Includes a royalty fee for licensing the Circle K trade name under a license agreement that expires in November 2006. We plan to rebrand our stores to the Stripes brand during the second half of 2006, after which this royalty payment, which was $3.4 million for the fiscal year ended January 1, 2006, and $1.9 million and $1.7 million for the six months ended July 2, 2006 and July 3, 2005, respectively, will be eliminated. To support our proprietary Stripes brand, we intend to increase our annual marketing expense by approximately $0.8 million per year. Also includes non-cash stock based compensation expenses of $1.2 million for the fiscal year ended January 1, 2006 and $0.2 million for the six months ended July 2, 2006, and cash stock compensation expenses of $17.3 million related to the December 2005 transactions.

(4)

Includes loss (gain) on disposal of assets, impairment charges, depreciation, amortization and accretion.

(5)

Other miscellaneous represents income from a non-consolidated joint venture, minority interest income of our consolidated subsidiary and other non-operating income. For the fiscal year ended January 1, 2006, it includes (A) $9.8 million of expenses related to the December 2005 transactions charged to miscellaneous expense (see Note 3 in our consolidated financial statements included in this prospectus) and (B) the realization of a $1.4 million gain on the sale of certain warrants.

(6)

Includes partial year results and gain on disposal of our Fleet Card operations in September 2002. For more information, see Note 16 in our consolidated financial statements included in this prospectus).

(7)

(8)

We define EBITDA as net income before interest expense, net, income taxes and depreciation, amortization and accretion. Adjusted EBITDA further adjusts EBITDA by excluding cumulative effect of changes in accounting principles, discontinued operations, non-cash stock based compensation expense, and certain other operating expenses that are reflected in our net income that we do not believe are indicative of our ongoing core operations, such as significant transaction expenses associated with the December 2005 transactions and the gain or loss on disposal of assets and impairment charges. In addition, those expenses that we have excluded from our presentation of Adjusted EBITDA (along with our royalty expenses, marketing expenses and other items) are also excluded in measuring our covenants under our revolving credit facility and the indenture governing our senior notes.

We believe that Adjusted EBITDA is useful to investors in evaluating our operating performance because

securities analysts and other interested parties use it as a measure of financial performance and debt service capabilities;

it is used by our board of directors and management for determining certain management compensation targets and thresholds.

Index to Financial Statements

EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

they do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

they do not reflect changes in, or cash requirements for, working capital;

they do not reflect significant interest expense, or the cash requirements necessary to service interest or principal payments on our revolving credit facility or senior notes;

they do not reflect payments made or future requirements for income taxes;

because not all companies use identical calculations, our presentation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA:


	Predecessor									Company			Predecessor & Company Combined			Predecessor			Company
	Fiscal Year Ended						352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006			Unaudited Six Months Ended
	December 28, 2003			January 2, 2005			352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006			July 3, 2005			July 2, 2006
	(dollars in thousands)
Net income (loss)	$	678		$	6,047		$	(18,992	)	$	(1,650	)	$	(20,642	)	$	3,989		$	(190	)
Depreciation, amortization & accretion		22,734			26,257			29,269			936			30,205			12,318			11,558
Interest expense, net		14,205			14,605			17,527			608			18,135			7,010			9,418
Income tax		—			—			—			—			—			—			—

EBITDA	$	37,617		$	46,909		$	27,804		$	(106	)	$	27,698		$	23,317		$	20,786
Cumulative effect of changes in accounting principles		2,079			—			—			—			—			—			—
Discontinued operations		(90	)		—			—			—			—			—			—
Non-cash stock based compensation expense		47			1,705			1,188			—			1,188			—			226
Management fee		—			—			—			—			—			—			372
Loss (gain) on disposal of assets and impairment charge(a)		2,446			1,383			(641	)		—			(641	)		(819	)		(277	)
Other miscellaneous(b)		(108	)		(57	)		26,164			—			26,164			352			(112	)

Adjusted EBITDA	$	41,991		$	49,940		$	54,515		$	(106	)	$	54,409	(c)	$	22,850	(c)	$	20,995	(c)

(a)

Fiscal 2003 includes a loss of $1.5 million recorded on disposal of assets and $0.9 million of impairment charges on assets held for sale. Fiscal 2004 includes a loss of $0.8 million on disposal of assets and $0.6 million of impairment charges on assets held for sale. Fiscal 2005 includes a net gain of $0.6 million on disposal of assets held for sale.

(b)

Other miscellaneous charges represent income from a non-consolidated joint venture and other non-operating income. In addition, Fiscal 2005 included transaction costs associated with the December 2005 transactions of $27.1 million, offset by a gain of $1.4 million on the sale of certain warrants.

(c)

(footnotes continued on following page)

Index to Financial Statements

The following table presents a reconciliation of net cash provided by (used in) operating activities to EBITDA and Adjusted EBITDA:


	Predecessor									Company			Predecessor & Company Combined			Predecessor			Company
	Fiscal Year Ended						352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006			Unaudited Six Months Ended
	December 28, 2003			January 2, 2005			352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006			July 3, 2005			July 2, 2006
	(dollars in thousands)
Net cash provided by (used in) operating activities	$	34,636		$	27,201		$	43,800		$	(14,721	)	$	29,079		$	23,887		$	17,372
Changes in operating assets & liabilities		(6,830	)		8,612			(15,376	)		14,013			(1,363	)		(8,358	)		(6,097	)
Gain (loss) on disposal of assets		(2,446	)		(1,391	)		641			—			641			819			277
Non-cash stock based compensation expense		(47	)		(1,705	)		(18,495	)		—			(18,495	)		—			(226	)
Minority interest		(65	)		(63	)		(70	)		(6	)		(76	)		(41	)		(26	)
Fair market value in nonqualifying derivatives		243			(350	)		(223	)		—			(223	)		—			68
Interest expense, net		14,205			14,605			17,527			608			18,135			7,010			9,418
Cumulative effects of changes in accounting principles		(2,079	)		—			—			—			—			—			—

EBITDA	$	37,617		$	46,909		$	27,804		$	(106	)	$	27,698		$	23,317		$	20,786
Cumulative effects of changes in accounting principles		2,079			—			—			—			—			—			—
Discontinued operations		(90	)		—			—			—			—			—			—
Non-cash stock based compensation expense		47			1,705			1,188			—			1,188			—			226
Management fee		—			—			—			—			—			—			372
Loss (gain) on disposal of assets		2,446			1,383			(641	)		—			(641	)		(819	)		(277	)
Other miscellaneous		(108	)		(57	)		26,164			—			26,164			352			(112	)

Adjusted EBITDA	$	41,991		$	49,940		$	54,515		$	(106	)	$	54,409		$	22,850		$	20,995

(9)

Gross capital expenditures less proceeds from sale/leaseback transactions and asset disposals, including the December 2005 sale-leaseback transaction resulting in $170 million in gross proceeds. Capital expenditures, net excludes $170 million sale-leaseback transaction in December 2005.

(10)

We include a store in the same store sales base in its thirteenth full month of operation.

(11)

Excludes intercompany sales to our retail segment.

(12)

Working capital (deficit) is defined as total current assets (excluding cash and cash equivalents) less total current liabilities (excluding current maturities of long term debt).

Index to Financial Statements

RISK FACTORS

You should carefully consider the risks described below before making a decision to invest in our common stock. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, could negatively impact our results of operations or financial condition in the future. If any of such risks actually occur, our business, financial condition or results of operations could be materially affected. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risk Factors Related to Our Business

The convenience store industry is highly competitive and impacted by new entrants. Increased competition could result in lower margins.

The convenience store industry in the geographic areas in which we operate is highly competitive and marked by ease of entry and constant change in the number and type of retailers offering products and services of the type we sell in our stores. We compete with other convenience store chains, independently owned convenience stores, motor fuel stations, supermarkets, drugstores, discount stores, dollar stores, club stores and hypermarkets. In recent years, several non-traditional retailers, such as supermarkets, club stores and hypermarkets, have impacted the convenience store industry, particularly in the geographic areas in which we operate, by entering the motor fuel retail business. These non-traditional motor fuel retailers have captured a significant share of the motor fuels market, and we expect their market share will continue to grow. In some of our markets, our competitors have been in existence longer and have greater financial, marketing and other resources than we do. As a result, our competitors may be able to respond better to changes in the economy and new opportunities within the industry. To remain competitive, we must constantly analyze consumer preferences and competitors’ offerings and prices to ensure that we offer a selection of convenience products and services at competitive prices to meet consumer demand. We must also maintain and upgrade our customer service levels, facilities and locations to remain competitive and attract customer traffic to our stores. We may not be able to compete successfully against current and future competitors, and competitive pressures faced by us could have a material adverse effect on our business, liquidity and results of operations.

Historical prices for motor fuel have been volatile and significant changes in such prices in the future may adversely affect our profitability.

During the twelve months ended July 2, 2006, and during the fiscal year ended January 1, 2006, our motor fuel revenue accounted for 83.2%, and 81.5%, of total revenues and our combined retail and wholesale motor fuel gross profit accounted for 37.8%, and 36.8%, of combined retail and wholesale gross profit, respectively. During the twelve months ended July 2, 2006, and during the fiscal year ended January 1, 2006, motor fuel accounted for 29.4%, and 28.8%, of our retail division’s gross profit, respectively. Crude oil and domestic wholesale petroleum markets are volatile. General political conditions, acts of war or terrorism and instability in oil producing regions, particularly in the Middle East, Russia, Africa and South America, could significantly impact crude oil supplies and wholesale petroleum costs. Significant increases and volatility in wholesale petroleum costs could result in significant increases in the retail price of petroleum products and in lower motor fuel gross margin per gallon. Increases in the retail price of petroleum products could impact consumer demand for motor fuel and convenience merchandise. This volatility makes it extremely difficult to predict the impact future wholesale cost fluctuations will have on our operating results and financial condition. Dramatic increases in crude oil prices squeeze retail fuel margins because fuel costs typically increase faster than retailers are able to pass along the increases to customers. Rising fuel prices also put pressure on volumes because we typically lead upward price moves due to our market share. Higher fuel prices trigger higher credit card expenses, because credit card fees are calculated as a percentage of the transaction amount, not as a percentage of gallons sold. A significant change in any of these factors could materially impact our motor fuel gallon volumes, motor fuel gross profit and overall customer traffic, which in turn could have a material adverse effect on our business, liquidity and results of operations.

Index to Financial Statements

Wholesale cost increases and excise tax increases on cigarettes could adversely impact our revenues and profitability.

During the twelve months ended July 2, 2006, and during the fiscal year ended January 1, 2006, sales of cigarettes accounted for 2.8%, and 3.2%, of our total revenue and 5.9%, and 6.5%, of our total gross profit and 4.7% and 7.3%, and 6.9% and 7.6%, of our retail division’s revenues and gross profit, respectively. Significant increases in wholesale cigarette costs and tax increases on cigarettes may have an adverse effect on unit demand for cigarettes. Cigarettes are subject to substantial and increasing excise taxes on both a state and federal level. The Texas legislature recently enacted legislation to increase cigarette taxes by $1 per pack effective January 1, 2007. Increased excise taxes may result in declines in overall sales volume. Currently, major cigarette manufacturers offer rebates to retailers. We include these rebates as a component of our gross margin from sales of cigarettes. In the event these rebates are no longer offered, or decreased, our wholesale cigarette costs will increase accordingly. In general, we attempt to pass price increases on to our customers. However, due to competitive pressures in our markets, we may not be able to do so. In addition, reduced retail display allowances on cigarettes offered by cigarette manufacturers negatively impact gross margins. These factors could materially impact our retail price of cigarettes, cigarette unit volume and revenues, merchandise gross profit and overall customer traffic, which could in turn have a material adverse effect on our business, liquidity and results of operations.

Future legislation and campaigns to discourage smoking may have a material adverse effect on our revenues and gross profit.

Future legislation and national, state and local campaigns to discourage smoking could have a substantial impact on our business, as consumers adjust their behaviors in response to such legislation and campaigns. Reduced demand for cigarettes could have a material adverse effect on sales of, and margins for, the cigarettes we sell.

We may incur costs or liabilities as a result of adverse publicity resulting from litigation concerning food quality, health and other issues that can cause customers to avoid our restaurants.

Negative publicity, regardless of whether the allegations are valid, concerning food quality, food safety or other health concerns, restaurant facilities, employee relations or other matters related to our operations may materially adversely affect demand for our food and could result in a decrease in customer traffic to our restaurants. Additionally, we may be the subject of complaints or litigation arising from food-related illness or injury in general which could have a negative impact on our business.

It is critical to our reputation that we maintain a consistent level of high quality at our restaurants. Health concerns, poor food quality or operating issues stemming from one restaurant or a limited number of restaurants can materially adversely affect the operating results of some or all of our restaurants and harm our Laredo Taco Company brand.

The wholesale motor fuel distribution industry is characterized by intense competition and fragmentation and our failure to effectively compete could result in lower margins.

The market for distribution of wholesale motor fuel is highly competitive and fragmented, which results in narrow margins. We have numerous competitors, some of which may have significantly greater resources and name recognition than we do. We rely on our ability to provide value added reliable services and to control our operating costs in order to maintain our margins and competitive position. If we were to fail to maintain the quality of our services, customers could choose alternative distribution sources and our margins could decrease. Furthermore, there can be no assurance that major oil companies will not decide to distribute their own products in direct competition with us or that large customers will not attempt to buy directly from the major oil companies. The occurrence of any of these events could have a material adverse effect on our business, liquidity and results of operations.

Index to Financial Statements

The operation of our stores in close proximity to our dealers’ stores may result in direct competition which may affect the relationship with our dealers.

We have some stores that are in close proximity to our dealers’ stores in which case we are directly competing with our dealers. This may lead to disagreements with our dealers, and if the disagreements are not resolved amicably the dealers may initiate litigation which could result in our paying damages to the dealer or termination of our agreements with the dealer.

Our motor fuel operations are subject to inherent risk, and insurance, if available, may not adequately cover any such exposure. The occurrence of a significant event or release that is not fully insured could have a material adverse effect on our business.

We operate retail outlets that sell refined petroleum products and distribute motor fuel to our wholesale customers. The presence of flammable and combustible products at our facilities provides the potential for fires and explosions that could destroy both property and human life. These products, almost all of which are liquids, also have the potential to cause environmental damage if improperly handled or released. Insurance is not available against all operational risks, especially environmental risks, and there is no assurance that insurance will be available in the future. In addition, as a result of factors affecting insurance providers, insurance premiums with respect to renewed insurance policies may increase significantly compared to what we currently pay. The occurrence of a significant event or release that is not fully insured could have a material adverse effect on our business, liquidity and results of operations.

Decreases in consumer spending, travel and tourism in the areas we serve could adversely impact our business.

In the convenience store industry, customer traffic is generally driven by consumer preferences and spending trends, growth rates for automobile and commercial truck traffic and trends in travel, tourism and weather. Changes in economic conditions generally or in South Texas specifically could adversely impact consumer spending patterns and travel and tourism in our markets, which could have a material adverse effect on our business, liquidity and results of operations.

The industries in which we operate are subject to seasonal trends, which may cause our operating costs to fluctuate, affecting our earnings.

We experience more demand for our merchandise, food and motor fuel during the late spring and summer months than during the fall and winter. Travel, recreation and construction are typically higher in these months in the geographic areas in which we operate, increasing the demand for the products that we sell and distribute. Therefore, our revenues are typically higher in the second and third quarters of our fiscal year. As a result, our results from operations may vary widely from period to period, affecting our earnings.

Severe storms could adversely affect our business by damaging our facilities or our suppliers’ operations or lowering our sales volumes.

Substantially all of our stores are located in South Texas. Although South Texas is generally known for its mild weather, the region is susceptible to severe storms, including hurricanes. A severe storm could damage our facilities or suppliers and could have a significant impact on consumer behavior, travel and convenience store traffic patterns, as well as our ability to operate our locations. This could have a material adverse effect on our business, liquidity and results of operations.

Index to Financial Statements

Any devaluation of the Mexican peso, or imposition of restrictions on the access of citizens of Mexico to the United States, could adversely affect our business and financial condition by lowering our sales volumes for our stores located near the U.S.-Mexico border.

Even though we do not currently accept the Mexican peso for purchases made at our convenience stores, a devaluation of the Mexican peso could negatively affect the exchange rate between the peso and the U.S. dollar, which would result in reduced purchasing power on the part of our customers who are citizens of Mexico. Approximately 52% of our convenience stores, which accounted for 54% of our 2005 revenues, are located in the Rio Grande Valley and Laredo, which are in close proximity to Mexico. In the event of a devaluation in the Mexican peso, revenues attributable to those stores could be reduced.

In recent years, there have been a variety of legislative proposals to limit immigration to the United States. If one or more proposals were to be adopted and had the effect of curtailing such immigration, this would likely result in a decline in the growth of the Hispanic market, which may have an adverse effect on our abilities to achieve our growth strategies and our ability to expand our business in the markets in which we currently operate and may operate in the future. Further, such restrictions may limit the ability of citizens of Mexico to cross the border into the United States, and in that case, revenues attributable to our convenience stores regularly frequented by citizens of Mexico could be reduced, which may have a material adverse effect on our business, liquidity and results of operations.

Our success and future growth depends in part on our ability to open and profitably operate new retail convenience stores.

We may not be able to open all of the convenience stores discussed in our expansion strategy and any new stores we open may not be profitable, either of which would have a material adverse impact on our financial results. There are several factors that could affect our ability to open and profitably operate new stores. These factors include:

competition in our targeted market areas;

the inability to identify and acquire suitable sites or to negotiate acceptable leases for such sites;

difficulties with hiring, training and retaining skilled personnel, including store managers;

difficulties in adapting our distribution and other operational and management systems to an expanded network of stores;

the potential inability to obtain adequate financing to fund our expansion;

limitations on capital expenditures contained in our revolving credit facility;

difficulties in obtaining governmental and other third-party consents, permits and licenses needed to operate additional stores; and

challenges associated with the financing, consummation and integration of any acquisition.

Although we have preliminarily selected sites and/or secured leases for most of the stores we intend to open in 2006, we have not yet done so for 2007 and beyond.

Our inability to successfully integrate acquired sites and businesses could adversely affect our business.

Acquiring sites and businesses involve risks that could cause our actual growth or operating results to differ adversely compared to expectations. For example:

During the acquisition process, we may fail or be unable to discover some of the liabilities of businesses that we acquire. These liabilities may result from a prior owner’s noncompliance with applicable federal, state or local laws;

Index to Financial Statements

We may not be able to obtain the necessary financing on favorable terms, or at all, to finance any of our potential acquisitions;

We may fail to successfully integrate or manage acquired convenience stores;

Focusing on acquisitions could divert the attention of our senior management from focusing on our core business;

Acquired convenience stores may not perform as we expect or we may not be able to obtain the cost savings and financial improvements we anticipate; and

We face the risk that our existing financial controls, information systems, management resources and human resources will need to grow to support future growth.

Compliance with and liability under state and federal environmental regulations, including those that require investigation and remediation activities, may require significant expenditures or result in liabilities that could have a material adverse effect on our business.

Our business is subject to various federal, state and local environmental laws and regulations, including those relating to underground storage tanks, the release or discharge of hazardous materials into the air, water and soil, the generation, storage, handling, use, transportation and disposal of hazardous materials, the exposure of persons to hazardous materials, and the health and safety of our employees. A violation of, liability under or compliance with these laws or regulations or any future environmental laws or regulations, could have a material adverse effect on our business, liquidity and results of operations.

Certain environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), impose strict, and under certain circumstances, joint and several, liability on the owner and operator as well as former owners and operators of properties for the costs of investigation, removal or remediation of contamination and also impose liability for any related damages to natural resources without regard to fault. In addition, under CERCLA and similar state laws, as persons who arrange for the transportation, treatment or disposal of hazardous substances, we also may be subject to similar liability at sites where such hazardous substances come to be located. We may also be subject to third party claims alleging property damage and/or personal injury in connection with releases of or exposure to hazardous substances at, from or in the vicinity of our current or former properties or off-site waste disposal sites. The costs associated with the investigation and remediation of contamination, as well as any associated third party claims, could be substantial, and could have a material adverse effect on our business, liquidity and results of operations. In addition, the presence or failure to remediate identified or unidentified contamination at our properties could potentially materially adversely affect our ability to sell or rent such property or to borrow money using such property as collateral.

We are required to make financial expenditures to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. Compliance with existing and future environmental laws regulating underground storage tank systems of the kind we use may require significant capital expenditures in the future. These expenditures may include upgrades, modifications, and the replacement of underground storage tanks and related piping to comply with current and future regulatory requirements designed to ensure the detection, prevention, investigation and remediation of leaks and spills.

In addition, the Federal Clean Air Act and similar state laws impose requirements on emissions to the air from motor fueling activities in certain areas of the country, including those that do not meet state or national ambient air quality standards. These laws may require the installation of vapor recovery systems to control emissions of volatile organic compounds to the air during the motor fueling process. While we believe we are in material compliance with all applicable regulatory requirements with respect to underground storage tank systems of the kind we use, the regulatory requirements may become more stringent or apply to an increased number of underground storage tanks in the future, which would require additional, potentially material, expenditures.

Index to Financial Statements

We are required to comply with federal and state financial responsibility requirements to demonstrate that we have the ability to pay for cleanups or to compensate third parties for damages incurred as a result of a release of regulated materials from our underground storage tank systems. We seek to comply with these requirements by maintaining insurance which we purchase from private insurers and in certain circumstances, rely on applicable state trust funds, which are funded by underground storage tank registration fees and taxes on wholesale purchase of motor fuels. The coverage afforded by each fund varies and is dependent upon the continued maintenance and solvency of each fund. More specifically, in Texas, we meet our financial responsibility requirements by state trust fund coverage for claims asserted prior to December 1998 (claims reported after that date are ineligible for reimbursement) and meet such requirements for claims asserted after that date through insurance purchased from a private mutual insurance company funded by tank owners in Texas. In Oklahoma, we meet our financial responsibility requirements by state trust fund coverage for cleanup liability and meet the requirements for third party liability through private insurance.

We are currently responsible for investigating and remediating contamination at a number of our current and former properties. We are entitled to reimbursement for certain of these costs under various third party contractual indemnities, state trust funds and insurances policies, subject to eligibility requirements, deductibles, per incident, annual and aggregate caps. To the extent third parties (including insurers and state trust funds) do not pay for investigation and remediation as we anticipate, and/or insurance is not available, and/or the state trust funds cease to exist or become insolvent, we will be obligated to make these additional payments, which could materially adversely affect our business, liquidity and results of operations.

We believe we are in material compliance with applicable environmental requirements; however, we cannot assure you that violations of these requirements will not occur. Although we have a comprehensive environmental, health and safety program, we may not have identified all of the environmental liabilities at all of our current and former locations; material environmental conditions not known to us may exist; future laws, ordinances or regulations may impose material environmental liability or compliance costs on us; or a material environmental condition may otherwise exist as to any one or more of our locations. In the future, we may incur substantial expenditures for remediation of contamination that has not been discovered at existing locations or locations that we may acquire. Furthermore, new laws, new interpretations of existing laws, increased governmental enforcement of existing laws or other developments could require us to make additional capital expenditures or incur additional liabilities. The occurrence of any of these events could have a material adverse effect on our business, liquidity and results of operations.

We have received notice from the Texas Commission on Environmental Quality (TCEQ) that we may be a responsible party at a site referred to as the Industrial Roads/Industrial Metals State Superfund Site in Nueces County, Texas.

We have received notice from the Texas Commission on Environmental Quality (TCEQ) that the TCEQ considers us, in addition to many other entities, to be a responsible party at a site referred to as the Industrial Roads/Industrial Metals State Superfund Site in Nueces County, Texas. Based on currently available information, we do not believe our liability, if any, will be material.

Failure to comply with state laws regulating the sale of alcohol and cigarettes may result in the loss of necessary licenses and the imposition of fines and penalties on us, which could have a material adverse effect on our business.

State laws regulate the sale of alcohol and cigarettes. A violation or change of these laws could adversely affect our business, financial condition and results of operations because state and local regulatory agencies have the power to approve, revoke, suspend or deny applications for, and renewals of, permits and licenses relating to the sale of these products or to seek other remedies. Such a loss or imposition could have a material adverse effect on our business, liquidity and results of operations.

Index to Financial Statements

Failure to comply with the other state and federal regulations we are subject to may result in penalties or costs that could have a material adverse effect on our business.

Our business is subject to various other state and federal regulations including, but not limited to, employment laws and regulations, minimum wage requirements, overtime requirements, working condition requirements, citizenship requirements and other laws and regulations. Any appreciable increase in the statutory minimum wage rate, income or overtime pay, adoption of mandated health benefits, or changes to immigration laws and citizenship requirements would likely result in an increase in our labor costs and such cost increase, or the penalties for failing to comply with such statutory minimums or regulations, could have a material adverse effect on our business, liquidity and results of operations.

We depend on one principal supplier for a substantial portion of our merchandise inventory. A disruption in supply or a change in our relationship could have a material adverse effect on our business.

We purchase approximately 41% of our general merchandise, including most cigarettes and grocery items, from a single wholesale grocer, McLane Company, Inc., or McLane. McLane has been a supplier of ours since 1992. We have a contract with McLane until December 2007, but we may not be able to renew the contract when it expires. A change of merchandise suppliers, a disruption in supply or a significant change in our relationship with McLane could have a material adverse effect on our business, liquidity and results of operations.

We currently depend on two principal suppliers for the majority of our motor fuel. A disruption in supply or an unexpected change in our supplier relationships could have a material adverse effect on our business.

CITGO and Chevron supplied approximately 57% and 26%, respectively, of our motor fuel purchases in fiscal 2005. We have been distributors for CITGO and Chevron since 1988 and 1996, respectively. We have contracts with each of CITGO and Chevron until January 2007 and March 2008.

On July 28, 2006, we entered into a new supply agreement with Valero Marketing and Supply Company to supply all of our retail stores with motor fuel that are currently supplied by CITGO and selected wholesale locations. In connection with this new supply agreement, we are rebranding all of our existing retail stores that are currently supplied by CITGO to the Valero or Shamrock brand or the Stripes brand. Under the terms of our supply agreement with Valero, our failure to rebrand the required number of stores to the Valero brand by July 2007 may result in a default which may cause the agreement to be cancelled by Valero. We estimate our cost to remove the CITGO brand from our retail stores and rebrand to Valero, Shamrock or Stripes to be approximately $11 million to $13 million in capital expenditures, although the total actual costs are difficult to predict and could be greater than estimated. An inability to timely transition the rebranding of our retail stores by July 2007, and cost overruns all could have a material adverse effect on our business, liquidity and results of operations.

We depend on one principal transportation provider for the transportation of substantially all of our motor fuel. Thus, a change of providers or a significant change in our relationship could have a material adverse effect on our business.

Substantially all of the motor fuel distributed by our wholesale division is transported from refineries to our convenience stores and contracted dealer locations by motor fuel transport trucks. We have a contract with Coastal Transport Co., Inc. for this service which may be terminated by either party upon six months’ notice. A change of transportation providers, a disruption in service or a significant change in our relationship with Coastal Transport Co., Inc. could have a material adverse effect on our business, liquidity and results of operations.

The rebranding of our stores and rebranding of our motor fuel may adversely affect our business.

In connection with the expiration of our license agreement with TMC Franchise Corporation pursuant to which we license the use of the Circle K name, we will change the name of our convenience stores to “Stripes”

Index to Financial Statements

and launch a rebranding initiative in which we will change the flag on the storefront for our retail segment and some of the trademarks and trade names under which we conduct our business. Under the terms of the license from TMC Franchise Corporation, we will have only a limited amount of time to continue to use the Circle K name upon expiration of the license and the transition to the Stripes brand will occur rapidly. The impact of the change in trademarks and trade names and of other changes on our business and operations cannot be fully predicted, and the lack of an established brand image for the Stripes name in the convenience store marketplace may cause a disruption in sales and adversely affect our business. In addition, although we will no longer be required to make payments to Circle K, the costs of effecting the name change will be substantial. We estimate these costs to be approximately $7.5 million of capital expenditures, although the total actual costs are difficult to predict and could be greater than this estimate.

We recently entered into a new long-term supply agreement with Valero Marketing and Supply Company to replace the motor fuel that is currently being supplied by CITGO to our retail stores, as well as selected wholesale locations. Under the terms of our new supply agreement, we are rebranding all of our existing retail stores that are currently supplied by CITGO to the Valero or Shamrock brand or the Stripes brand. The Valero, Shamrock or Stripes image, credit card and other programs may not be accepted as well as the CITGO brand and credit card, and we cannot predict other business impacts of any such rebranding. A lack of acceptance of the Valero brands in the marketplace could have a material adverse effect on our business, liquidity and results of operations.

Because we depend on our senior management’s experience and knowledge of our industry, we would be adversely affected were we to lose key members of our senior management team.

We are dependent on the continued efforts of our senior management team. If, for any reason, our senior executives do not continue to be active in management, our business, financial condition or results of operations could be adversely affected. We may not be able to attract and retain additional qualified senior personnel as needed in the future. In addition, other than Sam L. Susser, we do not maintain key man life insurance on our senior executives and other key employees. We also rely on our ability to recruit qualified store managers, regional managers and other store personnel. Failure to continue to attract these individuals at reasonable compensation levels could have a material adverse effect on our business, liquidity and results of operations.

We compete with other businesses in our market with respect to attracting and retaining qualified employees.

Our continued success depends on our ability to attract and retain qualified personnel in all areas of our business. We compete with other businesses in our market with respect to attracting and retaining qualified employees. A tight labor market, increased overtime and a higher full-time employee ratio may cause labor costs to increase. A shortage of qualified employees may require us to enhance wage and benefits packages in order to compete effectively in the hiring and retention of qualified employees or to hire more expensive temporary employees. No assurance can be given that our labor costs will not increase, or that such increases can be recovered through increased prices charged to customers.

Terrorist attacks and threatened or actual war may adversely affect our business.

Our business is affected by general economic conditions and fluctuations in consumer confidence and spending, which can decline as a result of numerous factors outside of our control. Terrorist attacks or threats, whether within the United States or abroad, rumors or threats of war, actual conflicts involving the United States or its allies, or military or trade disruptions impacting our suppliers or our customers may adversely impact our operations. As a result, there could be delays or losses in the delivery of supplies to us, decreased sales of our products and extension of time for payment of accounts receivable from our customers. Specifically, strategic targets such as energy related assets (which could include refineries that produce the motor fuel we purchase or ports in which crude oil is delivered) may be at greater risk of future terrorist attacks than other targets in the United States. These occurrences could have an adverse impact on energy prices, including prices for our products, and an adverse impact on the margins from our operations. In addition, disruption or significant

Index to Financial Statements

increases in energy prices could result in government imposed price controls. Any or a combination of these occurrences could have a material adverse effect on our business, liquidity and results of operations.

Given the introduction of ethanol into gasoline in certain markets, insufficient ethanol supplies to our fuel suppliers may result in fuel supply disruption to us, which could have an adverse effect on our wholesale and retail gasoline business.

Effective in April 2006, our fuel suppliers in the Houston, Texas area announced that they will no longer sell reformulated gasoline containing MTBE and will only sell reformulated gasoline containing ethanol. Ethanol-based gasoline formulas cannot be sent through pipelines to terminals in the same way MTBE formula gasoline can and therefore must be mixed at the distribution terminal. In the event there is insufficient ethanol available to our refineries who supply our wholesale distribution business, fuel supply to our Houston area store or dealers could be temporarily interrupted, resulting in lost sales or increased price volatility. This interruption in the fuel supply as a result of a shortage of ethanol could have a material adverse effect on our wholesale and retail gasoline business located in the Houston, Texas area. No material interruption of fuel supply has occurred to date since the introduction of gasoline containing ethanol.

Our indebtedness could adversely affect our financial health.

We have a significant amount of indebtedness. As of July 2, 2006, we had consolidated debt of approximately $181.4 million. As of July 2, 2006, our availability under our revolving credit facility for borrowing or issuing additional letters of credit was approximately $35.7 million.

Our substantial indebtedness could have important consequences to you. For example, it could:

make it more difficult for us to satisfy our obligations with respect to our debt and our leases;

increase our vulnerability to general adverse economic and industry conditions;

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt and lease obligations, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

place us at a competitive disadvantage compared to our competitors that have less indebtedness or better access to capital by, for example, limiting our ability to enter into new markets or renovate our stores; and

limit our ability to borrow additional funds in the future.

If we are unable to meet our debt and lease obligations, we could be forced to restructure or refinance our obligations, seek additional equity financing or sell assets, which we may not be able to do on satisfactory terms or at all.

Our outstanding senior notes and revolving credit facility contain restrictive covenants that limit our operating flexibility.

The indenture governing our 10⁵/8% senior notes due 2013 and our revolving credit facility contain covenants that, among other things and subject to various exceptions, restrict our ability to take certain actions, even if we believe them to be in our best interest. These covenants include restrictions on our ability to:

incur additional debt;

make restricted payments (including paying dividends on, redeeming or repurchasing our capital stock);

Index to Financial Statements

dispose of our assets;

grant liens on our assets;

engage in transactions with affiliates;

merge or consolidate or transfer substantially all of our assets; and

enter into sale/leaseback transactions.

A violation of any of these covenants could result in an event of default and could trigger cross defaults under other indebtedness, which would allow the lenders or noteholders to accelerate their debt and require us to repay all of our outstanding debt. In addition, our revolving credit facility imposes limitations on our operating flexibility and ability to acquire new business; however, we can complete such acquisitions with our lenders’ consent. The instruments governing any indebtedness that we may incur in the future may also contain similar or additional limitations.

We will face new challenges and increased costs in connection with our operation as an independent public company.

We expect to incur additional expenditures related to the implementation of the new infrastructure and various procedures that we will require to function adequately as an independent public company. We also expect that the obligations of being a public company after this offering, including substantial public reporting and investor relations obligations, will place additional demands on our management and will require the hiring of additional personnel, particularly in light of the various SEC regulations and NASDAQ Global Market listing requirements.

We will be required to report the effectiveness of the internal controls over financial reporting of our business in our annual report on Form 10-K for 2007.

Section 404 of the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange Commission promulgated thereunder require our annual reports to contain a report of management’s assessment of the effectiveness of internal controls over financial reporting and an attestation of our independent registered public accounting firm as to that management report. Our first management internal controls report, as well as our first auditor attestation of that report, will be required to be included commencing with our annual report on Form 10-K for 2007. The evaluation of our systems and the documentation of such systems that we will need to comply with Section 404 will be both costly and time-consuming. We have only recently begun the work necessary to comply with Section 404 and cannot estimate at this time how long this process will take nor how much additional expense we will incur in completing the process. In addition, if we are unable to conclude that our internal control over financial reporting is effective as of the end of our fiscal year (or if our auditors are unable to attest that our management’s report is fairly stated or they are unable to express an opinion on our management’s assessment or on the effectiveness of the internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which could, in turn, have an adverse effect on our stock price.

Risk Factors Related to the Offering

There has been no prior market for our common stock. The market price for our common stock could be volatile, which could cause the value of your investment to decline.

Prior to this offering, there has been no public market for our common stock, and we cannot assure you that an active trading market will develop or be sustained after this offering. The market price for our common stock will vary from the initial public offering price after trading commences, and you may not be able to resell your shares of common stock at or above the initial offering price. The stock market has experienced extreme volatility, and this volatility has often been unrelated to the operating performance of particular companies. An

Index to Financial Statements

active public market for our common stock may not develop or continue after the offering. If a market does not develop or continue, you may not be able to sell your common stock at or above our initial public offering price or at all. The initial public offering price will be determined by negotiation between us and the underwriters based upon a number of factors and may not be indicative of future market prices for our common stock. This could result in substantial losses for investors. The market price of our common stock may fluctuate significantly in response to a number of factors, some of which are beyond our control. These factors include:

quarterly and seasonal variations in operating results;

changes in financial estimates and investment recommendations or ratings by securities analysts relating to our common stock;

announcements by us or our competitors of new product and service offerings, significant contracts, acquisitions or strategic relationships;

publicity about our company, our services and systems or our competitors in general;

additions or departures of key personnel;

regulatory developments and initiatives relating to the convenience store and motor fuel industries;

any future sales of our common stock or other securities; and

stock market price and fluctuations in trading volume of publicly-traded companies in general and companies that operate in our industry in particular.

Future sales of our common stock by existing stockholders in the public market or the possibility or perception of such future sales could adversely affect the market price of our common stock.

Sales of substantial amounts of our stock in the public market, or the perception that these sales may occur, could adversely affect the market price of our stock following this offering. These factors could make it more difficult for us to raise funds through future offerings of our common stock. All of the shares of our common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act, except for any shares of our common stock purchased by our executive officers, directors, principal stockholders and other affiliates.

Upon consummation of the offering, there will be 15,349,162 shares of our common stock outstanding, 6,000,000 shares of which will be freely tradable (unless held by one of our affiliates). If our existing stockholders sell shares of our common stock in the public market, including shares issued upon the exercise of outstanding options, or if the market perceives such sales could occur, the market price of our common stock could decline. Pursuant to Rule 144 under the Securities Act of 1933, as amended, during any three-month period our affiliates can resell up to the greater of (a) 1% of our aggregate outstanding common stock or (b) the average weekly trading volume for the four weeks prior to the sale. Sales by our existing stockholders also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate or to use equity as consideration for future acquisitions.

Although substantially all of our existing stockholders have agreed with the underwriters to be bound by a 180-day (365 days in the case of shares controlled by Sam L. Susser) lockup agreement (subject to extension under limited circumstances) that prohibits these holders from selling or transferring their shares of common stock, Merrill Lynch, in its sole discretion, can waive the restrictions of the lockup agreement at an earlier time without prior notice or announcement and allow these stockholders to sell their shares of common stock. If the restrictions of the lockup agreement are waived, shares of our common stock will be available for sale into the market, subject only to applicable securities rules and regulations, which would likely reduce the market price for shares of our common stock.

Following completion of this offering, we intend to register an aggregate of 2,637,277 shares of our common stock that are reserved for issuance upon the exercise of options granted or reserved for grant under our

Index to Financial Statements

stock incentive plan. Stockholders will be able to sell these shares in the public market upon issuance, subject to restrictions under the securities laws and any applicable lockup agreements. In addition, some of our existing stockholders will have the benefit of registration rights under which they can require us to register their shares of common stock after this offering pursuant to the stockholders agreement described in the section entitled “Certain Relationships and Related Party Transactions.” See “Shares Eligible for Future Sale” for further discussion of potential future sales of our common stock.

If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution of your investment and may experience additional dilution in the future.

If you purchase shares of our common stock in this offering, you will pay more for your shares than the amounts paid by existing stockholders for their shares. As a result, you will experience immediate and substantial dilution of $10.78 per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the initial public offering price assuming the midpoint of the price range. Purchasers of shares of our common stock in this offering will have contributed approximately 44.3% of the aggregate price paid by all purchasers of our common stock, but will own approximately 39.1% of the shares of common stock outstanding after the offering. In the future, we may also acquire other companies or assets, raise additional capital or finance strategic alliances by issuing equity or issue additional options to our employees, which may result in additional dilution to you.

We do not anticipate paying dividends on our capital stock in the foreseeable future.

We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain our future earnings, if any, to fund the growth of our business. In addition, the terms of our credit facility and the indenture governing our 10⁵/8% senior notes due 2013 limit our ability to pay dividends on our common stock. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Wellspring Capital Partners III, L.P. and certain affiliates and members of our board of directors and senior management will own, collectively, approximately 60.0% of our common stock. This concentrated ownership may affect matters submitted to stockholder votes.

Following this offering, Wellspring Capital Partners III, L.P., or WCP III, together with one of its affiliates, will own, collectively, approximately 43.0% of our common stock. Sam L. Susser, our President and Chief Executive Officer and a director, and our other directors and executive officers will own, collectively, directly or indirectly, 2,604,440 shares, or approximately 17.0%, of our common stock (without giving effect to any additional shares that our directors and executive officers may purchase in this offering).

Accordingly, WCP III and its affiliates and Mr. Susser and other members of senior management each will have significant influence in matters submitted to the vote of stockholders and, should they chose to act as a group, may exercise control over the outcome of certain stockholder votes, including votes concerning the election of directors, the adoption or amendment of provisions in our certificate of incorporation, and the approval of mergers and other significant corporate transactions. This level of concentrated ownership may also have the effect of delaying or preventing a change in the management or voting control of Susser Holdings Corporation and the interests of these various stockholders may not be aligned with yours.

Anti-takeover provisions in our certificate of incorporation, our bylaws and Delaware law could prohibit a change of control that our stockholders may favor and could negatively affect our stock price.

Provisions in our certificate of incorporation and our bylaws and applicable provisions of the Delaware General Corporation Law may make it more difficult and expensive for a third party to acquire control of us even if a change of control would be beneficial to the interests of our stockholders. These provisions could discourage

Index to Financial Statements

potential takeover attempts and could adversely affect the market price of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Our certificate of incorporation and bylaws:

authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt without further stockholder approval;

classify the board of directors into staggered three-year terms, which may lengthen the time required to gain control of our board of directors;

prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors;

limit who may call special meetings;

establish advance notice requirements that require any stockholder that wants to propose any matter that can be acted upon by stockholders at a stockholders’ meeting, including the nomination of candidates for election to the board of directors; and

require super-majority (66²/3%) voting to effect amendments to the board classification, board size and prohibition on cumulative voting provisions in our certificate of incorporation or bylaws described above.

We are also subject to the provisions of Section 203 of the Delaware General Corporate Law, which limits business combination transactions with stockholders of 15% or more of our outstanding voting stock that our board of directors has not approved. These provisions and other similar provisions make it more difficult for stockholders or potential acquirers to acquire us without negotiation. These provisions may apply even if some stockholders may consider the transaction beneficial to them.

These provisions could limit the price that investors are willing to pay in the future for shares of our common stock. These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then current market price for our common stock.

If we are, or become, a U.S. real property holding corporation, special tax rules may apply to a sale, exchange or other disposition of common stock by non-U.S. holders, and those holders may be less inclined to invest in our stock as they may be subject to U.S. federal income tax in certain situations.

A non-U.S. holder will be subject to U.S. federal income tax with respect to gain recognized on the sale, exchange or other disposition of our common stock if we are, or were, a “U.S. real property holding corporation,” or a USRPHC, at any time during the shorter of the five-year period ending on the date of the sale or other disposition and the period such non-U.S. holder held our common stock (such applicable shorter period, the “lookback period”). In general, we would be a USRPHC if the fair market value of our “U.S. real property interests,” as such term is defined for U.S. federal income tax purposes, equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests and our other assets used or held for use in our trade or business. Based on our best estimate, we believe there is a significant risk that we may currently be, or may become, a USRPHC. However, because the determination of whether we are a USRPHC is fact specific and depends on the composition of our assets and other factors, some of which may be beyond our control (including, for example, fluctuations in the value of our assets), it is difficult to determine or predict whether we are or will become a USRPHC. If we are or become a USRPHC, so long as our common stock is regularly traded on an established securities market (such as NASDAQ), only a non-U.S. holder who, actually or constructively, holds or held during the lookback period more than 5% of our common stock will be subject to U.S. federal income tax on the disposition of our common stock.

Index to Financial Statements

FORWARD-LOOKING STATEMENTS

This prospectus, including without limitation, our discussion and analysis of our financial condition and results of operations, contains statements that we believe are “forward-looking statements.” These forward-looking statements generally can be identified by use of phrases such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast” or other similar words or phrases. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings, costs of our store rebranding initiative, expansion of our foodservice offerings, potential acquisitions, and potential new store openings and dealer locations, are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:

Competitive pressures from convenience stores, gasoline stations, supermarkets, hypermarkets, other non-traditional retailers located in our markets, and other wholesale fuel distributors;

Changes in economic conditions generally and in the markets we serve;

Volatility in crude oil and wholesale petroleum costs;

Political conditions in crude oil producing regions, including South America and the Middle East;

Wholesale cost increases of tobacco products;

Adverse publicity concerning food quality, food safety or other health concerns related to our restaurant facilities;

Consumer behavior, travel and tourism trends;

Devaluation of the Mexican peso or imposition of restrictions on access of Mexican citizens to the United States;

Unfavorable weather conditions;

Changes in state and federal environmental and other regulations;

Dependence on one principal supplier for merchandise, two principal suppliers for gasoline and one principal provider for the transportation of substantially all of our motor fuel;

Financial leverage and debt covenants;

Changes in the credit ratings assigned to our debt securities, credit facilities and trade credit;

Inability to identify, acquire and integrate new stores;

Dependence on senior management;

Acts of war and terrorism; and

Other unforeseen factors.

For a discussion of these and other risks and uncertainties, please refer to “Risk Factors” beginning on page 17. The list of factors that could affect future performance and the accuracy of forward-looking statements is illustrative but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this prospectus are based on, and include, our estimates as of the date hereof. We anticipate that subsequent events and market developments will cause our estimates to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if new information becomes available in the future.

Index to Financial Statements

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer and sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus we rely on and refer to information and statistics regarding our industry, the size of certain markets and our position within the sectors in which we compete. Some of the market and industry data contained in this prospectus are based on independent industry publications such as the “National Association of Convenience Stores State of the Industry” (dated July 2006), “Retail Forward, Inc.” (dated January 2006), U.S. Census Data or other publicly available information, while other information is based on our good faith estimates, which are derived from our review of internal surveys, and our management’s knowledge and experience in the markets in which we operate. Our estimates have also been based on information obtained from our customers, suppliers and other contacts in the markets in which we operate.

Unless otherwise noted, this prospectus assumes no exercise of the underwriters’ overallotment option.

References in this prospectus to “Susser,” “we,” “us,” and “our,” refer to Susser Holdings Corporation, Stripes Holdings LLC (our predecessor) and its subsidiaries and the business conducted by them prior to the date of this prospectus, and our consolidated subsidiaries, except in the “Description of Capital Stock” section and in other places where it is clear from the context that the term means only Susser Holdings Corporation, the issuer of common stock offered hereby. As noted elsewhere in this prospectus, immediately prior to this offering, we will complete a series of corporate formation transactions, whereby the holders of class A units and class B units of Stripes Holdings LLC will become holders of common stock of Susser Holdings Corporation. In this prospectus, we sometimes refer to the class A units and class B units and unitholders as common stock and stockholders, respectively, assuming the completion of the corporate formation transactions.

The terms “South Texas” and “core markets” refer to Brownsville, Corpus Christi, Harlingen, Laredo, McAllen, Victoria and the surrounding communities. References to years are to our fiscal years, which end on the last Sunday closest to December 31. References to “2005” are to the 52 weeks ended January 1, 2006, references to “2004” are to the 53 weeks ended January 2, 2005 and references to “2003” are to the 52 weeks ended December 28, 2003. References to the first half or six months of 2005 and 2006 refer to the 26-week periods ended July 3, 2005 and July 2, 2006, respectively.

We use “Susser Holdings Corporation,” “Stripes,” “Texas Pride,” “Bun on the Run,” “Laredo Taco Company,” “Café de la Casa” and the Stripes, Laredo Taco Company and Café de la Casa logos as our trademarks. This prospectus also may refer to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective owners.

The Securities and Exchange Commission, or SEC, has adopted certain guidelines regarding the use of financial measures in a registration statement that do not comply with accounting principles generally accepted in the United States. EBITDA and Adjusted EBITDA, as presented in this prospectus, are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities as measures of our liquidity.

Index to Financial Statements

We define EBITDA as net income before interest expense, net, income taxes and depreciation, amortization and accretion. We define Adjusted EBITDA as EBITDA adjusted to exclude the cumulative effect of changes in accounting principles, discontinued operations, non-cash stock based compensation expense and certain other operating expenses that are reflected in our net income that we do not believe are indicative of our ongoing core operations, such as significant transaction expenses associated with the December 2005 transactions and the gain or loss on disposal of assets and impairment charges. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA because we consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. In addition, the instruments governing our indebtedness use Adjusted EBITDA (with additional adjustments) to measure our compliance with covenants such as interest coverage and debt incurrence. In the “Summary—Summary Historical Consolidated Financial and Operating Data,” “Summary—Summary Pro Forma Financial Data,” “Selected Financial and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus, we include a more detailed discussion of how management uses EBITDA and Adjusted EBITDA and why it believes it is useful to investors and a quantitative reconciliation of EBITDA and Adjusted EBITDA to net income.

Index to Financial Statements

CORPORATE FORMATION TRANSACTIONS

Prior to this offering, we conducted our business through Stripes Holdings LLC and its direct and indirect subsidiaries. Susser Holdings Corporation, a newly formed Delaware corporation, the shares of which are being sold to the public in this offering, will become, immediately prior to the offering described in this prospectus, the holding company for our business. In connection with the reorganization, Susser Holdings Corporation will form a new wholly-owned, single member Delaware limited liability company, which we refer to as Merger LLC in this section of the prospectus. Immediately prior to this offering, Merger LLC will merge with Stripes Holdings LLC pursuant to an agreement and plan of merger. In accordance with the agreement and plan of merger, each holder of class A units will receive 0.718339 share of Susser Holdings Corporation common stock for each class A unit held by them immediately prior to the merger. The holders of class B units will receive 0.130104 restricted share of common stock for each class B unit held by them immediately prior to the merger. Each of the foregoing class A unit and class B unit conversion ratios have been derived assuming an initial public offering price of common stock hereby of $17.00 per share, the midpoint of the range on the front cover of this prospectus. All outstanding options to purchase class A units will be converted into options to purchase an aggregate of 205,294 shares of common stock on an equivalent basis at an exercise price of $13.92. See “Management—2006 Equity Incentive Plan.” Immediately following the merger, one of the former members of Stripes Holdings LLC (and momentarily a new stockholder of Susser Holdings Corporation), Stripes Investment Corp., will merge with and into Susser Holdings Corporation with Susser Holdings Corporation surviving the merger. Pursuant to this second merger, the stockholder of Stripes Investment Corp. will receive the common stock of Susser Holdings Corporation that Stripes Investment Corp. received in the prior merger as merger consideration. The reorganization will not affect our operations, which we will continue to conduct through our operating subsidiaries.

Immediately prior to the corporate formation transactions, the Board of Managers of Stripes Holdings LLC will declare a dividend to its members to enable them to meet their estimated income tax obligations for the period prior to the mergers. It is currently estimated that such cash distribution will be $3.9 million in the aggregate, although the final amount paid could be more or less depending on the final determination of the tax liability of members of Stripes Holdings LLC up to the time of the corporate formation transactions. See “Dividend Policy.”

After completion of this offering, the existing equity owners of Stripes Holdings LLC, which includes the direct and indirect holders of the class A units and class B units of Stripes Holdings LLC, will own shares of our common stock representing approximately 60.9% of the voting power of our outstanding capital stock. See “Principal Stockholders” for more information regarding the ownership of our common stock.

All calculations of shares of common stock that will be issued in the corporate formation transaction mergers and those subject to options described in this prospectus have been calculated assuming an initial public offering price of $17.00 per share, the midpoint of the range on the front cover of this prospectus.

Index to Financial Statements

USE OF PROCEEDS

Assuming an initial public offering price of $17.00 per share, we estimate that the proceeds we will receive from the sale of common stock in this offering will be approximately $93.3 million, after deducting underwriting discounts, commissions and estimated offering expenses. If the underwriters’ overallotment option is exercised in full, we estimate our net proceeds will be approximately $107.5 million.

We intend to use the net proceeds from this offering as follows:

to redeem $50.0 million of our 10⁵/8% senior notes due 2013, plus the payment of accrued interest and premium thereon (approximately $5.5 million as of July 2, 2006);

to repay all outstanding borrowings under our revolving credit facility (approximately $11.4 million as of July 2, 2006); and

for general corporate purposes, including growth capital.

The senior notes accrue interest at a rate of 10⁵/8% and mature on December 15, 2013. They were issued in order to finance a portion of the consideration needed for the December 2005 transactions. Interest under our revolving credit facility accrues at a base rate or LIBOR, plus a margin. As of July 2, 2006, the interest rate was 9.0%. The revolving credit facility terminates on December 20, 2010.

A $1.00 increase (or decrease) in the assumed initial public offering price of $17.00 per share would increase (decrease) the net proceeds to us from this offering by $5.6 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

DIVIDEND POLICY

Prior to the closing of this offering, Stripes Holdings LLC intends to declare a cash dividend in the estimated amount of $3.9 million in the aggregate to the members of Stripes Holdings LLC to enable them to meet their estimated income tax obligations for the period prior to the date of the corporate formation transactions. The amount of this distribution will be based on Stripes Holdings LLC’s estimated net taxable income for 2006 to the date of the corporate formation transactions, and the final amount of such distribution that is paid could be more or less depending on the final determination of the tax liability of Stripes Holdings LLC up to the time of the corporate formation transactions. Purchasers of common stock in the offering will not receive this distribution.

Other than the distribution described above, we have never declared or paid any cash dividends on our common stock. We anticipate that any earnings will be retained for development and expansion of our business and we do not anticipate paying any cash dividends in the foreseeable future. Our existing revolving credit facility and outstanding senior notes restrict our ability to issue cash dividends under certain circumstances. Any future dividends declared would be at the discretion of our board of directors and would depend on our financial condition, results of operations, capital requirements, contractual obligations, the terms of our financing agreements at the time a dividend is considered, and other relevant factors.

Index to Financial Statements

CAPITALIZATION

The following table sets forth our capitalization as of July 2, 2006:

on an actual basis and

on a pro forma basis to give effect to:

the sale of 6,000,000 shares of common stock in this offering at an assumed initial public offering price of $17.00 per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses;

the application by us of the proceeds from this offering as otherwise described under “Use of Proceeds;” and

the corporate formation transactions.

You should read the following table in conjunction with the information set forth under “Use of Proceeds,” “Selected Financial and Operating Data,” “Unaudited Pro Forma Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and their related notes included elsewhere in this prospectus.


	As of July 2, 2006
	Actual			Pro Forma
	(dollars in millions)
Cash and cash equivalents(5)	$	9.3		$	31.8	(4)


Long-Term Debt:
Revolving Credit Facility(1)	$	11.4		$	—
10⁵/8% senior notes due 2013		170.0			120.0

Total debt		181.4			120.0

Members’ Interest/Stockholders’ Equity(2):
Common Units, no par value, 15,914,639 units authorized; 12,849,660 units issued and outstanding, actual		—			—
Common Stock, $0.01 par value, 125,000,000 shares authorized; 15,349,162 shares issued and outstanding pro forma(3)		—			0.2
Preferred Stock, $0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding, pro forma		—			—
Additional paid-in capital(5)		59.4			152.6
Accumulated deficit		(1.8	)		0.2

Total members’ interest/stockholders’ equity(5)		57.6			153.0

Total capitalization(5)	$	239.0		$	273.0

(1)

As of October 1, 2006, there was $10.1 million outstanding under our revolving credit facility.

(2)

Immediately prior to this offering, Stripes Holdings LLC will merge with a subsidiary of Susser Holdings Corporation with the former holders of membership units in Stripes Holdings LLC receiving shares of common stock of Susser Holdings Corporation. See “Corporate Formation Transactions.”

(3)

Excludes 1,408,986 shares of common stock reserved for future issuance under our stock option plan and 1,228,291 shares of common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $16.49 per share.

(4)

Reflects an increase in cash of $26.4 million of net proceeds from the offering. This amount will be used for general corporate purposes. Also reflects an estimated $3.9 million tax distribution to members of Stripes

Index to Financial Statements

Holdings LLC based on estimated taxable income to be allocated to members for 2006 up to the time of the corporate formation transactions to be effected immediately prior to this offering.

(5)

A $1.00 increase (decrease) in the assumed initial public offering price of $17.00 per share would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $5.6 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions. In addition, depending on market conditions at the time of pricing of this offering, we may sell fewer or more shares than the number set forth on the cover page of this prospectus. The pro forma information presented above is illustrative only and following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of the offering determined at pricing.

Index to Financial Statements

DILUTION

Dilution is the amount by which the offering price paid by the purchasers of the common stock to be sold in this offering will exceed the net tangible book value per share of common stock after this offering. If you invest in our common stock, your investment will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock after this offering. We calculate net tangible book value per share by calculating our total assets less intangible assets and total liabilities, and dividing it by the number of outstanding shares of common stock.

After giving effect to the sale of 6,000,000 shares of common stock in this offering at an assumed initial public offering price of $17.00 per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses, our net tangible book value, which we refer to as our pro forma net tangible book value, as of July 2, 2006, would have been $95.5 million, or $10.78 per share of dilution of your investment, as illustrated in the following table:


Assumed initial public offering price per share			$	17.00
Pro forma net tangible book value per share at July 2, 2006	$	1.22
Increase per share attributable to new investors		5.00

Pro forma net tangible book value per share after this offering				6.22

Dilution per share to new investors			$	10.78

A $1.00 increase (decrease) in the assumed initial public offering price of $17.00 per share would increase (decrease) our pro forma net tangible book value by $5.6 million, the pro forma net tangible book value per share by $0.36 and the dilution per share to new investors by $0.64, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and estimated offering expenses payable by us. Depending on market conditions at the time of pricing of this offering and other considerations, we may sell fewer or more shares than the number set forth on the cover page of this prospectus.

The following table shows on a pro forma basis at July 2, 2006 the total number of shares of common stock purchased, the total consideration paid to us, and the average price per share paid by existing stockholders and by new investors in this offering at an assumed initial public offering price of $17.00 per share.


	Shares Purchased			Total Consideration				Average Price Per Share
	Number	Percent		Amount		Percent		Average Price Per Share
Existing stockholders	9,349,162	60.9	%	$	128,496,600	55.7	%	$	13.74
New investors	6,000,000	39.1			102,000,000	44.3		$	17.00

Totals	15,349,162	100.0	%	$	230,496,600	100.0	%

The discussion and tables above assume the underwriters will not exercise the overallotment option and exclude 1,408,986 shares of common stock reserved for future issuance under our stock option plan and 1,228,291 shares of common stock issuable upon exercise of outstanding stock options at a weighted average exercise price of $16.49 per share.

Assuming the underwriters option to purchase additional shares is exercised in full, the net tangible book value at July 2, 2006 would have been $109.8 million, representing dilution of $10.25 per share to new investors. At July 2, 2006, assuming such exercise, the percentage of shares purchased and total consideration paid by new investors would have been 42.5% and 47.7%, respectively.

To the extent options under our stock option plan are exercised in the future, there will be further dilution to new investors. At July 2, 2006, assuming exercise and payment of all outstanding options, our pro

Index to Financial Statements

forma net tangible book value per share would have been $115.8 million, representing dilution of $10.02 per share to new investors. At July 2, 2006, assuming exercise and payment of all outstanding options, the percentage of shares purchased and total consideration paid by new investors would have been 36.2% and 40.7%, respectively.

A $1.00 increase (decrease) in the assumed initial public offering price of $17.00 per share would increase (decrease) total consideration paid by new investors and total consideration paid by all stockholders by $6.0 million, assuming the number of shares offered by us, as set forth on the cover page of the prospectus, remains the same, and before deducting the underwriting discounts and estimated offering expenses payable by us.

Index to Financial Statements

SELECTED FINANCIAL AND OPERATING DATA

Susser Holdings Corporation was incorporated in May 2006 and did not have any operations prior to that time. The data in the tables below is derived from the historical consolidated financial statements of Stripes Holdings LLC, our predecessor, and its subsidiaries.

The following table sets forth selected consolidated financial data and store operating data for the periods indicated for Stripes Holdings LLC. The selected consolidated financial data for each of the fiscal years ended on and as of the Sunday nearest to December 31, 2003, 2004 and 2005, respectively, are derived from, and are qualified in their entirety by, our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial data for the fiscal year ended and as of December 29, 2002 is derived from our audited consolidated financial statements for such period and date, and the selected consolidated financial data for the fiscal year ended and as of December 30, 2001 is derived from our unaudited consolidated financial statements as of such period and date (although the financial data derived from our primary operating subsidiaries for that period and date were audited), and such audited and unaudited financial statements are not included in this prospectus. The statement of operations for fiscal 2005 reflects the combined results of 352 days of Susser Holdings, L.L.C. and 12 days of Stripes Holdings LLC. The unaudited historical financial data as of and for the six month periods ended July 3, 2005 and July 2, 2006 have been derived from our unaudited consolidated financial statements. Historical results are not necessarily indicative of the results to be expected in the future. You should read the following summary consolidated financial information together with “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

In the following table, dollars and gallons are in thousands, except per share, per store and per gallon data and as otherwise indicated.


	Predecessor															Company			Predecessor & Company Combined			Predecessor			Company
	Fiscal Year Ended												352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006(2)			Unaudited Six Months Ended
	December 30, 2001 (unaudited)			December 29, 2002			December 28, 2003			January 2, 2005(1)			352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006(2)			July 3, 2005			July 2, 2006
	(dollars and gallons in thousands, except per share, per store and gallon data)
Statement of Operations Data:
Revenues:
Merchandise sales	$	197,453		$	274,026		$	280,799		$	306,990		$	320,756		$	8,774		$	329,530		$	162,124		$	180,512
Motor fuel sales		555,575			716,618			849,096			1,126,448			1,494,708			50,492			1,545,200			685,931			980,053
Other		12,648			18,521			19,005			20,737			20,773			761			21,534			10,993			11,904

Total revenues		765,676			1,009,165			1,148,900			1,454,175			1,836,237			60,027			1,896,264			859,048			1,172,469
Gross profit:
Merchandise		67,010			85,820			89,879			98,865			103,873			2,577			106,450			52,849			59,546
Motor fuel		41,969			54,221			55,870			61,159			72,493			1,715			74,208			29,405			37,234
Other		10,824			17,011			17,782			20,491			20,157			760			20,917			10,727			11,573

Total gross profit		119,803			157,052			163,531			180,515			196,523			5,052			201,575			92,981			108,353
Operating expenses:
Personnel		35,717			47,757			50,980			57,320			60,215			2,022			62,237			30,601			34,357
General and administrative(3)		14,088			16,518			15,987			17,528			36,165			445			36,610			8,814			9,416
Operating		31,176			39,551			42,910			45,528			52,146			1,456			53,602			24,371			31,212
Rent		6,098			9,542			8,636			8,653			8,600			1,139			9,739			4,555			11,085
Royalties		1,772			2,921			3,009			3,187			3,306			90			3,396			1,678			1,851
Loss (gain) on disposal of assets and impairment charge		280			668			2,446			1,383			(641	)		—			(641	)		(819	)		(277	)
Depreciation, amortization, and accretion		18,482			21,942			22,734			26,257			29,269			936			30,205			12,318			11,558

Income (loss) from operations		12,190			18,153			16,829			20,659			7,463			(1,036	)		6,427			11,463			9,151
Interest expense, net		(13,547	)		(15,674	)		(14,205	)		(14,605	)		(17,527	)		(608	)		(18,135	)		(7,010	)		(9,418	)
Other miscellaneous(4)		—			79			108			57			(8,858	)		—			(8,858	)		(352	)		112
Minority interest in income of consolidated subsidiaries		(59	)		(55	)		(65	)		(64	)		(70	)		(6	)		(76	)		(112	)		(35	)

Income (loss) from continued operations		(1,416	)		2,503			2,667			6,047			(18,992	)		(1,650	)		(20,642	)		3,989			(190	)
Discontinued operations(5)		2,847			10,106			90			—			—			—			—			—			—
Cumulative effect of changes in accounting principles		—			—			(2,079	)		—			—			—			—			—			—

Net income (loss)	$	1,431		$	12,609		$	678		$	6,047		$	(18,992	)	$	(1,650	)	$	(20,642	)	$	3,989		$	(190	)

Earnings (loss) per share(6)
Basic	$	(1.42	)	$	(1.64	)	$	(1.50	)	$	0.63		$	(10.09	)	$	(0.13	)	$	(9.40	)	$	0.67		$	(0.01	)
Diluted	$	(1.42	)	$	(1.64	)	$	(1.50	)	$	0.62		$	(10.09	)	$	(0.13	)	$	(9.40	)	$	0.67		$	(0.01	)
Weighted-average number of shares outstanding(6)
Basic		2,083,182			2,332,726			2,332,726			2,332,726			2,332,726			12,849,660			2,679,438			2,332,726			12,849,660
Diluted		2,083,182			2,332,726			2,332,726			2,365,854			2,332,726			12,849,660			2,679,438			2,332,726			12,849,660

Index to Financial Statements


	Predecessor															Company			Predecessor & Company Combined			Predecessor			Company
	Fiscal Year Ended												352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006(2)			Unaudited Six Months Ended
	December 30, 2001 (unaudited)			December 29, 2002			December 28, 2003			January 2, 2005(1)			352 Days Ended December 20, 2005			12 Days Ended January 1, 2006			Fiscal Year Ended January 1, 2006(2)			July 3, 2005			July 2, 2006
	(dollars and gallons in thousands, except per gallon data)
Other Financial Data:
EBITDA(7)	$	33,460		$	50,225		$	37,617		$	46,909		$	27,804		$	(106	)	$	27,698		$	23,317		$	20,786
Adjusted EBITDA(7)		30,893			41,545			41,991			49,940			54,515			(106	)		54,409			22,850			20,995
Cash provided by (used in):
Operating activities	$	27,448		$	24,020		$	34,636		$	27,201		$	43,800		$	(14,721	)	$	29,079		$	23,887		$	17,372
Investing activities(8)		(106,693	)		(11,304	)		(29,855	)		(42,325	)		123,118			(260,207	)		(137,089	)		(28,980	)		(16,954	)
Financing activities		81,461			(7,112	)		3,195			8,664			(202,171	)		301,141			98,970			2,952			4,809
Capital expenditures, net(8)		106,693			11,304			29,855			42,325			46,882			—			46,882			32,836			20,881

Store Operating Data:
Number of retail stores (end of period)		334			306			305			306									319			316			320
Number of wholesale dealer locations supplied (end of period)		291			334			332			333									346			338			352
Average per retail store:
Merchandise revenue	$	823		$	887		$	916		$	998								$	1,055		$	528		$	566
Motor fuel gallons		1,003			1,028			1,077			1,125									1,186			607			645
Merchandise same store sales growth(9)		4.2	%		8.3	%		4.1	%		4.8	%								3.6	%		6.6	%		4.9	%

Other Operating Data:
Merchandise margin, net of shortages		33.9	%		31.3	%		32.0	%		32.2	%								32.3	%		32.6	%		33.0	%
Motor fuel gallons sold—retail		236,503			313,280			326,958			343,869									367,941			184,984			204,318
Motor fuel gallons sold—wholesale(10)		296,100			367,949			393,765			427,255									441,543			215,579			227,674
Average retail motor fuel price per gallon	$	1.26		$	1.26		$	1.41		$	1.70								$	2.12		$	1.93		$	2.44
Retail motor fuel gross profit cents per gallon		11.8	¢		12.4	¢		11.9	¢		12.7	¢								13.6	¢		10.9	¢		12.2	¢
Wholesale motor fuel gross profit cents per gallon		4.8	¢		4.1	¢		4.3	¢		4.1	¢								5.5	¢		4.3	¢		5.4	¢



	Predecessor											Company
	December 30, 2001 (unaudited)			December 29, 2002 (unaudited)			December 28, 2003			January 2, 2005		January 1, 2006			July 2, 2006
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	6,036		$	11,620		$	19,616		$	13,156	$	4,116		$	9,343
Working capital (deficit)(11)		(9,960	)		(7,277	)		(791	)		75		(526	)		(6,014	)
Total assets		291,834			294,106			312,014			323,322		361,134			390,801
Total debt		200,668			192,081			195,207			194,327		176,220			181,370
Members’ interest(12)		20,621			34,066			34,792			42,543		57,581			57,618

(1)

The fiscal year ended January 2, 2005 contained 53 weeks of retail operations, while all other fiscal years reported and referenced contained 52 weeks.

(2)

(3)

Includes non-cash stock based compensation expense. For the fiscal year ended January 1, 2006, includes $17.3 million compensation expense related to the December 2005 transactions.

(4)

(5)

(6)

(footnotes continued on following page)

Index to Financial Statements

(7)

We define EBITDA as net income before interest expense, net, income taxes and depreciation, amortization and accretion. Adjusted EBITDA further adjusts EBITDA by excluding cumulative effect of changes in accounting principles, discontinued operations, non-cash stock based compensation expense and certain other operating expenses that are reflected in our net income that we do not believe are indicative of our ongoing core operations, such as significant transaction expenses associated with the December 2005 transactions and the gain or loss on disposal of assets and impairment charges. In addition, those expenses that we have excluded from our presentation of Adjusted EBITDA (along with our royalty expenses, marketing expenses and other items) are also excluded in measuring our covenants under our revolving credit facility and the indenture governing our senior notes.