8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2014

ENERGY TRANSFER PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)

Delaware	1-11727	73-1493906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3738 Oak Lawn Avenue

Dallas, Texas 75219

(Address of principal executive offices)

(214) 981-0700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01     Regulation FD Disclosure.

On April 28, 2014, Energy Transfer Partners, L.P. (“ETP”) and Susser Holdings Corporation (“Susser”) announced their entry into a definitive merger agreement pursuant to which ETP will acquire Susser for approximately $1.8 billion in cash and ETP common units. Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, Susser shareholders can elect to receive, for each Susser common share they own, either $80.25 in cash, 1.4506 ETP common units or a combination of $40.125 in cash and 0.7253 ETP common units. The aggregate cash paid and common units issued will be capped so that the cash and common units will each represent approximately 50% of the aggregate consideration. Elections in excess of the cash or common unit limits will be subject to proration.

Additionally, in the press release, ETP announced a joint investor call for the same date at 8:00 a.m., Central Time (9:00 a.m., Eastern Time) to discuss the merger. The dial-in number for the call is (800) 510-0146 in the United States, or +1(617) 614-3449 outside the United States. The participant code is 29204479. ETP and Susser also expect to make a joint investor presentation concerning the merger.

Copies of the press release and the investor presentation are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. Interested parties can also review the investor presentation by visiting ETP’s web site at: http://www.energytransfer.com under “Presentations.”

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 8.01     Other Events.

To the extent required, the information included in Item 7.01 of this Form 8-K is incorporated into this item 8.01.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed business combination transaction between ETP and Susser, ETP plans to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be mailed to the Susser shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUSSER, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Susser through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Susser at the following:

Energy Transfer Partners, L.P. 3738 Oak Lawn Ave. Dallas, TX 75219 Attention: Investor Relations Phone: (214) 981-0795 Email: InvestorRelations@energytransfer.com Susser Holdings Corporation 4545 Ayers Street Corpus Christi, TX 78415 Attention: Investor Relations Phone: (361) 693-3743 Email: msullivan@susser.com

PARTICIPANTS IN THE SOLICITATION

ETP and Susser, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the merger agreement.

Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s Form 10-K for the year ended December 31, 2013, which has been filed with the SEC. Information regarding Susser’s directors and executive officers is contained in Susser’s definitive proxy statement dated April 14, 2014, which is filed with the SEC. A more complete description will be available in the registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between ETP and Susser, the expected timetable for completing the proposed transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other statements about ETP, Energy Transfer Equity, L.P., Susser Petroleum Partners LP (“SUSP”) or Susser managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain the requisite regulatory approvals, Susser shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP to successfully integrate Susser’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments; capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the timing and success of business development efforts; terrorism; and the other factors described in the Annual Reports on Form 10-K for the year ended December 31, 2013 filed with the SEC by ETP, ETE, SUSP and Susser. ETP, ETE, SUSP and Susser undertake no obligation to update or revise any forward-looking statement to reflect new information.

Item 9.01     Financial Statements and Exhibits.

See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.

Exhibit Number	Description
99.1	Press Release dated April 28, 2014.
99.2	Investor Presentation dated April 28, 2014.

        SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENERGY TRANSFER PARTNERS, L.P.
	By:	Energy Transfer Partners GP, L.P., its general partner
	By:	Energy Transfer Partners, L.L.C. its general partner
Date: April 28, 2014
		/s/     Martin Salinas, Jr.
		Martin Salinas, Jr.
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated April 28, 2014.
99.2	Investor Presentation dated April 28, 2014.

EX-99.1

Exhibit 99.1

ENERGY TRANSFER PARTNERS TO ACQUIRE SUSSER HOLDINGS

The first of a multi-step action plan for the overall retail business

Ultimate intention to create a stand-alone diversified retail business

Significant commercial/operational synergies

Benefits from future growth via built in drop downs and external opportunities

Transaction is accretive to DCF per unit for ETP while expected to be credit ratings neutral

Level of cash flow accretion is expected to increase as the overall action plan is executed

DALLAS - April 28, 2014 – Energy Transfer Partners, L.P. (NYSE:ETP) today announced that it has entered into a definitive merger agreement whereby ETP plans to acquire Susser Holdings Corporation (NYSE: SUSS) in a unit and cash transaction valued at a total consideration of approximately $1.8 billion. By acquiring Susser Holdings, ETP will own the general partner (GP) interest and the incentive distribution rights (IDRs) in Susser Petroleum Partners LP (NYSE: SUSP), approximately 11 million SUSP common units (representing approximately 50.2 % of SUSP’s outstanding units), and SUSS’ existing retail operations, consisting of 630 convenience store locations.

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of ETP and SUSS, the shareholders of Susser Holdings will have the option to elect to receive either $80.25 in cash or 1.4506 ETP common units, or a combination of both, for each share held. The shareholder election is subject to proration to ensure that aggregate cash paid and common units issued will each represent 50% of the aggregate merger consideration. Given the capital appreciation embedded in the stock price of Susser Holdings, the receipt of ETP units on a tax deferred basis should be attractive to long-term Susser shareholders.

ETP has entered into a support agreement with shareholders representing 10% of the outstanding Susser Holdings’ shares, pursuant to which such shareholders have agreed to vote their shares in favor of the merger and to elect to receive 100% ETP common units as their consideration, subject to the same pro ration as all other shareholders.

Susser Holdings has achieved a remarkable track record of sustained earnings growth and currently operates 630 retail convenience stores that sell either nationally or regionally branded gasoline or sell gasoline under the “Stripes” brand. Through these retail stores and its fuel distribution network, Susser Holdings is also one of the largest non-refiner suppliers of motor fuel in Texas with 1.6 billion gallons sold in 2013. The focus of Susser Holdings in Texas and its neighboring states has allowed it to capitalize on the strong Texas economy, as well as the demographic changes occurring in these markets.

“The combination with Energy Transfer Partners and Sunoco is the right next step for Susser Holdings and delivers significant value for Susser Holdings shareholders. This transaction also enables our shareholders who elect ETP units to participate in the future growth of the retail business.” said Sam L. Susser, Chairman and CEO of Susser.

Bob Owens, CEO and President of Sunoco, Inc. added, “The combination of Susser and our Sunoco retail business creates a platform to build a best in class and unique business that is well diversified by both geography and product lines.”

The addition of Susser to the Sunoco network of more than 5,000 retail stores, primarily on the East Coast, broadens Sunoco’s geographic footprint by giving it an exceptional base in Texas and the surrounding states. The pro-forma business will have tremendous fuel and retail capabilities that are expected to generate sustained earnings growth over time.

Overall, synergy opportunities are expected to exceed $70 million annually from fuel, merchandising and improved “buying power” reflecting economies of scale. Those commercial and operational synergies are expected to be realized within 6 - 12 months post-closing. Additional savings are likely as systems and processes from both businesses are consolidated.

Multi-Step Action Plan

Our overall retail business strategy is expected to take place in several steps. The first step is for ETP to acquire SUSS and on closing, to migrate the SUSP GP/IDRs directly to ETP.

Post-closing, it is ETP’s intention to drop down to SUSP, in a synchronized series of drop downs, all of the combined retail businesses. The consideration for the drop downs is expected to be a combination of SUSP units and cash. The cash proceeds to ETP from drop downs will provide for further deleveraging and capital for new growth. This drop down plan also establishes a means to allow ETP to completely segregate the combined retail business into SUSP, with its own access to capital and balance sheet. Any drop downs would require approvals of the Board of Directors of SUSP and ETP.

In addition to the drop downs, ETP expects the SUSP IDR cash flow it receives to continue to grow as SUSP cash flows grow through organic growth, acquisitions and expected synergies. ETP then anticipates that it would propose to Energy Transfer Equity, L.P. (NYSE: ETE) that ETP transfer to ETE the GP/IDRs of SUSP in exchange for ETP units currently held by ETE. Any transfer of the GP/IDRs of SUSP to ETE in exchange for ETP units held by ETE would be subject to the approval of the Board of Directors of each of ETE and ETP.

Strategic Rationale

• The creation of a strong and diversified stand-alone retail business that provides significant value and synergy opportunities and a platform for future growth.

• The anticipated Sunoco and SUSS drop downs into SUSP gives the overall retail business its own identity, tremendous scale, geographic and cash flow diversification, while eventually separating it from ETP.

• Transaction is immediately accretive to distributable cash flow for ETP and is expected to be credit ratings neutral.

• Each additional step in the overall action plan is expected to be incrementally cash flow accretive to ETP.

Integration

Bob Owens, President and Chief Executive Officer of Sunoco, Inc. will serve as the President and CEO of the combined businesses, reporting to Kelcy Warren, Chairman and CEO of ETP. Sam L. Susser will continue as Chairman of SUSP.

The management team will combine members from both organizations to prepare for and execute the integration of the combined businesses.

Other Transaction Details

The transaction has been unanimously approved by the Board of Directors of each ETP and Susser Holdings and is expected to close in the third quarter of 2014, subject to approval of the shareholders of Susser Holdings and customary regulatory approvals.

SUSP will continue to be traded on the New York Stock Exchange (NYSE) as a separate publicly traded master limited partnership (MLP) and maintain its current headquarters in Houston, Texas.

In conjunction with the transaction, ETE has agreed to relinquish its right to $35 million of annual incentive distributions from ETP to which it would otherwise be entitled. Such relinquishment will continue for a period ending on the earlier of 10 years or the date of the exchange of the SUSP GP/IDRs to ETE.

Advisors

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

Conference Call Details

Energy Transfer and Susser will hold a joint conference call to discuss the merger April 28, 2014 at 8:00a.m., Central Time (9:00a.m., Eastern Time).

The dial-in number for the call is (800) 510-0146 in the United States, or +1(617) 614-3449 outside the United States, passcode 29204479. A live webcast of the call may be accessed on the investor relations page of Energy Transfer’s website at www.energytransfer.com or Sussers’s website at www.susser.com. The call will be available for replay from 04/28/2014 1:00p.m., Central Time – 05/05/2014 11:59p.m., Central Time by dialing (888) 286-8010, passcode 61684778. A replay of the broadcast will also be available on Energy Transfer’s and Susser’s websites.

Additional Information

In connection with the transaction, ETP and SUSS will file a joint proxy statement / prospectus and other documents with the SEC. Investors and security holders are urged to carefully read the definitive joint proxy statement / prospectus when it becomes available because it will contain important information regarding ETP, SUSS, and the transaction.

A definitive joint proxy statement / prospectus will be sent to stockholders of Susser seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive joint proxy statement / prospectus (when available) and other documents filed by ETP and SUSS with the SEC at the SEC’s website, www.sec.gov. The definitive joint proxy statement / prospectus (when available) and such other documents relating to ETP may also be obtained free of charge by directing a request to Energy Transfer Partners, L.P., Attn: Investor Relations, 3738 Oak Lawn Avenue, Dallas, Texas 75219, or from ETP’s website, www.energytransfer.com. The definitive joint proxy statement / prospectus (when available) and such other documents relating to SUSS may also be obtained free of charge by directing a request to Susser Holdings Corporation, Attn: Investor Relations, 4525 Ayers St. Corpus Christi, Texas 78415, or from SUSS’s website, www.susser.com.

ETP, SUSS and their respective directors and executive officers may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the proposed transaction. Information regarding directors and executive officers of ETE’s general partner is contained in ETE’s Form 10-K for the year ended December 31, 2013, which has been filed with the SEC. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s Form 10-K for the year ended December 31, 2013, which has been filed with the SEC. Information regarding Susser’s directors and executive officers is contained in Susser’s definitive proxy statement dated April 14, 2014, which is filed with the SEC. A more complete description will be available in the registration statement and the proxy statement/prospectus.

Energy Transfer Partners, L.P. (NYSE: ETP) is a master limited partnership owning and operating one of the largest and most diversified portfolios of energy assets in the United States. ETP currently owns and operates approximately 35,000 miles of natural gas and natural gas liquids pipelines. ETP owns 100% of Panhandle Eastern Pipe Line Company, LP (the successor of Southern Union Company) and Sunoco, Inc., and a 70% interest in Lone Star NGL LLC, a joint venture that owns and operates natural gas liquids storage, fractionation and transportation assets. ETP also owns the general partner, 100% of the incentive distribution rights, and approximately 33.5 million common units in Sunoco Logistics Partners L.P. (NYSE: SXL), which operates a geographically diverse portfolio of crude oil and refined products pipelines, terminalling and crude oil acquisition and marketing assets. ETP’s general partner is owned by ETE. For more information, visit the Energy Transfer Partners, L.P. web site at www.energytransfer.com.

Susser Holdings Corporation (NYSE: SUSS) is a third-generation family led business based in Corpus Christi, Texas that operates 630 convenience stores in Texas, New Mexico and Oklahoma, with 583 under the Stripes^® banner and 47 under the Sac-N-Pac banner. Restaurant service is available in approximately 400 of its stores, primarily under the proprietary Laredo Taco Company^® brand. Susser Holdings also is majority owner and owns the general partner of Susser Petroleum Partners LP. For more information, visit the Susser Holdings Corporation website at www.susser.com.

Susser Petroleum Partners LP (NYSE: SUSP) distributes approximately 1.6 billion gallons of motor fuel annually to Stripes^® stores, independently operated consignment locations, convenience stores and retail fuel outlets operated by independent operators and other commercial customers in Texas, New Mexico, Oklahoma and Louisiana.

Forward-Looking Statements

This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control , including the ability to consummate the proposed transaction; the ability to obtain the requisite regulatory approvals, Susser shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP to successfully integrate Susser’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; and the ability to achieve revenue growth. An extensive list of factors that can affect future results are discussed in ETP’s Annual Reports on Form 10-K and other documents filed from time to time with the SEC Commission. The Partnerships undertake no obligation to update or revise any forward-looking statement to reflect new information or events.

The information contained in this press release is available on our website at www.energytransfer.com.

Contacts

Energy Transfer:

              Investor Relations:

              Brent Ratliff

              214-981-0700 (office)

              Media Relations:

              Vicki Granado

              214-498-9272 (cell)

Susser Holdings Corporation:

              Investor Relations:

              Executive Vice President, Chief Financial Officer

              Mary E. Sullivan

              361-693-3743 (office)

              Executive Vice President & General Counsel

              E.V. (Chip) Bonner, Jr.

              361-693-3735 (office)

EX-99.2

Exhibit 99.2

ENERGY TRANSFER PARTNERS

INVESTOR CONFERENCE CALL

Acquisition of Susser Holdings Corporation

Monday, April 28th, 2014

LEGAL DISCLAIMER

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed business combination transaction between Energy Transfer Partners, L.P. (“ETP”) and Susser Holdings Corp. (“Susser”). ETP plans to file with the U.S.

Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain a proxy statement/prospectus to be mailed to the Susser shareholders in connection with the proposed transaction. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUSSER, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Susser through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Susser at the following:

Energy Transfer Partners, L.P. Susser Holdings Corp. 3738 Oak Lawn Ave. 4525 Ayers Street Dallas, TX 75219 Corpus Christi, TX 78415 Attention: Investor Relations Attention: Investor Relations Phone: (214) 981-0795 Phone: (361) 693-3743 E-mail: InvestorRelations@energytransfer.com E-mail: msullivan@susser.com

PARTICIPANTS IN THE SOLICITATION

ETP and Susser, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the merger agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s Form 10-K for the year ended December

31, 2013, which has been filed with the SEC. Information regarding Susser’s directors and executive officers is contained in Susser’s definitive proxy statement dated April 14, 2014, which is filed with the SEC. A more complete description will be available in the registration statement and the proxy statement/prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this document regarding the proposed transaction between ETP and Susser, the expected timetable for completing the proposed transaction, future financial and operating results, benefits and synergies of the proposed transaction, future opportunities for the combined company, and any other statements about ETP, Energy Transfer Equity,

L.P. (“ETE”), Susser Petroleum Partners LP (“SUSP”), or Susser managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,”

“anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the proposed transaction; the ability to obtain the requisite regulatory approvals, Susser shareholder approval and the satisfaction of other conditions to consummation of the transaction; the ability of ETP to successfully integrate Susser’s operations and employees; the ability to realize anticipated synergies and cost savings; the potential impact of announcement of the transaction or consummation of the transaction on relationships, including with employees, suppliers, customers and competitors; the ability to achieve revenue growth; national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments; capital and credit markets conditions; inflation rates; interest rates; the political and economic stability of oil producing nations; energy markets, including changes in the price of certain commodities; weather conditions; environmental conditions; business and regulatory or legal decisions; the pace of deregulation of retail natural gas and electricity and certain agricultural products; the timing and success of business development efforts; terrorism; and the other factors described in the Annual Reports on Form 10-K for the year ended December 31, 2013 filed with the SEC by ETP, ETE, SUSP and Susser. ETP, ETE, and Susser disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.

2

INTRODUCTIONS

Speakers:

Martin Salinas

Chief Financial Officer, ETP

Jamie Welch

Group Chief Financial Officer & Head of Corp. Development, ETE

Bob Owens

President & Chief Executive Officer, Sunoco

Participants:

Kelcy Warren

Chief Executive Officer & Chairman, ETP

Sam L. Susser

Chairman & Chief Executive Officer, SUSS/SUSP

3

TRANSACTION TERMS

Energy Transfer Partners, L.P. (“ETP”) will acquire 100% of Susser Holdings Corp. (“SUSS”) outstanding common stock for a total consideration of approximately $1.8 billion

Acquisition of SUSS shares funded with ETP common units (50%) and cash (50%)

– On a 50/50 basis, consideration per share consists of $40.125 cash and 0.7253x ETP common units

SUSS shareholders can elect cash, ETP common units or a mix of cash and ETP common units, subject to proration

~$300 million of drawn borrowings under existing SUSS credit facility will be refinanced

Energy Transfer Equity, L.P. (“ETE”) to provide a GP subsidy of $35 million per annum for 10 years subject to earlier termination in the event the Susser Petroleum Partners LP (“SUSP”) GP/IDRs held by ETP are exchanged for ETP common units held by ETE

SUSP will remain a separate, publicly-traded MLP

Transaction is expected to close in 3Q 2014, subject to SUSS shareholder and customary regulatory approvals

Transaction offers compelling value to SUSS shareholders and significant immediate value potential for ETP

4

TRANSACTION MATRIX

Action Plan

Full integration is expected to take place in several steps:

– Acquisition of SUSS

– Distribute SUSP GP / IDR interests directly to ETP

– Drop down of existing ETP and SUSS retail businesses into SUSP in a series of synchronized drop down transactions

– Exchange SUSP GP/IDRs held by ETP for ETP units held by ETE

Provides a structure for the complete separation of the retail business from ETP

Compelling Synergies

Tangible value creation for Susser retail business through Sunoco’s tremendous fuel sourcing capabilities

Creates immediate operating, procurement, capital, and systems synergies with minimal upfront investment

Ability to leverage the iconic Sunoco brand while also continuing to geographically expand the overall “Stripes” brand

Likely to offer significant additional business opportunities through the creation of a best-in-class retail platform

We strie to build on and create long term, accretive value for our unitholders

Why Susser?

Susser’s business model capitalizes on the strong economy and favorable demographic trends in Texas and surrounding states

Ability to leverage Susser’s demonstrated retail and merchandising excellence

Susser’s retail expansion for 2014/2015 is real and tangible

– Highly visible in-house “land bank” of attractive retail locations

Strong management team with a remarkable track record of sustained earnings growth

Opportunity to make SUSP a captive “drop down vehicle”

– SUSP’s 5.3% yield and 1.2x DCF coverage ratio provides an attractive cost of capital to continue to grow the retail business

Tangible Results

Significantly diversifies our retail business geographically and by source of revenue

Expected to be immediately cashflow accretive to ETP

ETP credit impact is expected to be neutral while drop downs provide long-term deleveraging benefits

Drop downs accelerate IDR cashflow into high splits, thereby increasing cashflow to ETP and enhancing overall GP/IDR valuation for likely exchange with ETE

5

ILLUSTRATIVE TRANSACTION SUMMARY

Step 1:

ETE

ETP

100% of GP and IDR Interests

~$895 million cash 16.2 million ETP LP units

Susser Holdings Corp. (“suss”)

Susser Petroleum Partners (“SUSP”)

11.0 million LP units

ETE

ETP

Sunoco/MACS

SUSS

New SUSP LP Units and Cash

100% of GP and IDR Interests, LP Interests

Susser Petoleum Partners (“SUSP”)

PropCo.

ETP LP units held by ETE

ETE

ETP

Sunoco/MACS

SUSS

100% of GP / IDR Interests

SUSP GP Interests / IDRs

LP Interests

Susser Petroleum Partners (“SUSP”)

PropCo

ETP acquires Susser Holdings

ETP acquires 100% of Susser for $80.25 per share

– ~$895mm of cash (50%)

– 16.2 mm ETP LP units (50%)

ETE to provide an annual $35mm IDR subsidy for up to 10 years

Closing expected in 3Q 2014

SUSP GP/IDRs distributed to ETP

Step 2:

Dropdown of all retail assets to SUSP

Over time, ETP’s retail assets contributed to SUSP in exchange for new SUSP LP units and cash

– PropCo is an existing corporate subsidiary of SUSP that houses stores acquired from SUSS

SUSP will remain an independent publicly listed company on the NYSE

Incremental SUSP units used as consideration for drop downs and higher SUSP distributions will grow IDR distributions to ETP

Cash proceeds to ETP will be used to repay outstanding ETP debt and fund new growth

Transactions not yet approved

– Requires Conflicts Committee approvals

Step 3:

SUSP GP and IDR interests moved to ETE

ETP distributes SUSP GP and IDR interests to ETE in exchange for ETP LP units currently held by ETE

Transaction not yet approved

– Requires Conflicts Committee approvals

SUSP LP units to be monetized over time similar to strategy utilized for AmeriGas units held by ETP

Our overall retail business strategy is expected to take place in several steps 6

SUSSER BUSINESS OVERVIEW

Susser Holdings

• Retail Operations

Corporation

• Sale of Motor Fuel (“SUSS”) at Consignment 100% Locations interest Common Units

• Owned Properties

Subordinated Units for ~300 “Stripes” Incentive Distribution Rights locations and

“land bank”

Susser GP LLC

(“general partner”) 50.2%

LP interest

GP interest

Susser

Public Unith olders Petroleum

Common Un its Partners

49.8%

LP interest

(“SUSP”)

Wholesale Operations

Motor Fuel Distribution

Owned & Leased Properties to Independent Operators

Owns 40 “Stripes” stores

One of Largest Combined Retail / Wholesale Footprints in the Fast Growing Southwest

C-Stores 630 Contracted Dealers 616 Commercial Customers 1,800 Gallons Supplied (billions) 1.6

One of the Largest Non-Refiner Distributors of Motor Fuel in Texas

Rio Grande Valley Corpus Christi

4% 3%

San Angelo / Central TX 4%

5%

Laredo 31%

7%

Lubbock

Midland / Odessa 8% Eastern New Mexico

8%

Texoma 18% 12%

Houston Victoria

7

COMBINATION OF TWO HIGHLY COMPLEMENTARY BUSINESSES WILL

CREATE A STRONGER AND MORE DIVERSIFIED RETAIL PLATFORM

Sunoco

Established East Coast and Southeast presence with over 5,000 branded sites, and significant fee and leasehold interests

Strategic expertise in supply & trading and retail marketing

Iconic brand with strong sponsorship presence

Demonstrated capability to operate multiple brands and in multiple channels

Track record of strong operations and capital management

Susser

One of the largest retail/wholesale footprints in the fast growing Southwest capitalizing on the Stripes brand

Strong financial position and track record for same store sales growth

Successful restaurant program of fresh food prepared onsite that attracts customers to retail stores

In-house “land bank” of attractive retail store locations owned or under option, which provides pipeline for continued store development and growth

Combined company will leverage the experience of management to integrate the expertise of the two companies

8

COMBINATION PROVIDES SIGNIFICANT SCALE

AND INCREASES GEOGRAPHIC & PRODUCT DIVERSITY

Operated Sites Sunoco Susser

Owned1), company operated 553 630 Owned(1), dealer operated 576 90 Dealer & Distributor operated 4,023 526

Total sites 5,152 1,246

1,183 665 4,549 6,398

Sunoco PF Susser

Key Business Metrics 2013(2) 2013

4,735 $616 $524 $160 $89 ~65% $325

1,578 $1,066 $229 $361 $54 ~35% $169

6,313 $1,682 $753 $521 $143 ~50% $494

Motor Fuel Sales (million gallons) Merchandise Sales ($ millions) Fuel Margin ($ millions) Merchandise Margin ($ millions)

Other Margin ($ millions)

% of Retail Margin from Fuel

EBITDA ($ millions)

Sunoco

Susser

Includes both fee and leased sites

2013 pro forma for full year of MACS acquisition, except for EBITDA which reflects actual results

INTEGRATION CONSIDERATIONS

Achieve buying power synergies related to fuel, convenience merchandise and other procurement activities

– Sunoco will be able to capitalize on its fuel sourcing expertise over a much larger portfolio

The addition of Susser to the Sunoco network broadens Sunoco’s geographic footprint and creates a portfolio of strong fuel brands and C-Store models to deploy optimally, with the strong capital and operating discipline that has allowed both Sunoco and Susser to generate sustained earnings growth over time

– Entry of the Sunoco brand into Texas and neighboring states presents opportunities for additional margins through expansion of dealer and distributor channels

– Expansion of the Stripes business into adjacent states

The combination will also create immediate shared service synergies

– Improved economies of scale

– Information technology systems cost savings

– Operational synergies related to personnel

The transaction will create a stronger, more diversified retail platform while providing a structure for the complete separation of the retail business from ETP

10

SIGNIFICANT, TANGIBLE ANNUAL SYNERGIES HAVE BEEN IDENTIFIED

Synergy opportunities are expected to well exceed $70 million annually

$5

Susser Corporate Savings

$35

Public Company Expenses

Improved Buying Power

Fuel Procurement,

Convenience Merchandise

$17

Large Contract Purchases,

Improved Margin in Prepared Food, Systems Optimization

$13

G&A / Shared Services Model

$70

Total Annual

Synergies 11

C-Stores G&A

Economies of Scale

TIMING AND STEPS

3—4 months expected timing from announcement to closing

~6 weeks

April 2014

Week of April 28th Sign Merger Agreement

Announce the transaction

3 – 4 weeks

File for

Regulatory

(HSR) Approval

Distribute Proxy to Shareholders

Subject to Susser shareholder vote & customary regulatory approvals

3Q 2014:

Acquisition Close

Integration plan to go into effect immediately after close

12

CONCLUSION

“Smart” transaction for ETP

– Anticipated drop downs of the existing Sunoco and Susser retail businesses into SUSP provide a clear path for ETP to segregate the retail business into a dedicated vehicle with its own independent access to capital to support its growth strategy

– Expected drop downs would generate significant cash proceeds to ETP over the next several years, further strengthening ETP credit metrics

– An exchange of SUSP GP/IDRs held by ETP for ETP common units held by ETE, combined with the eventual monetization of SUSP units would allow ETP to fully exit the retail business in a highly accretive manner

Compelling retail combination

– The high growth markets in Texas & neighboring states are highly complementary to Sunoco’s established East Coast and Southeast presence

– Significant commercial/operational synergies created by combining retail operations

– A powerful platform for future growth while creating a more diversified cashflow profile

Transaction is accretive to DCF per unit for ETP and expected to be credit neutral

– Level of cashflow accretion is expected to increase as the overall action plan is executed

– Cash proceeds from subsequent drop downs allows for de-leveraging and capital for new growth

The transaction will create a stronger, more diversified retail platform while providing a structure for the complete separation of the retail business from ETP 13

Q&A