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8-K - 8-K - Sunoco LPa15-7467_18k.htm
EX-2.1 - EX-2.1 - Sunoco LPa15-7467_1ex2d1.htm
EX-99.3 - EX-99.3 - Sunoco LPa15-7467_1ex99d3.htm
EX-99.4 - EX-99.4 - Sunoco LPa15-7467_1ex99d4.htm
EX-23.1 - EX-23.1 - Sunoco LPa15-7467_1ex23d1.htm
EX-99.1 - EX-99.1 - Sunoco LPa15-7467_1ex99d1.htm

EXHIBIT 99.2

 

SUNOCO, LLC BUSINESS

 

Sunoco, LLC (“Sunoco LLC”) is a Delaware limited liability company formed on June 1, 2014 by Sunoco, Inc. (“Sunoco Inc”) and its subsidiaries. Sunoco LLC is primarily engaged in the wholesale distribution of motor fuels across more than 26 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to Louisiana. Sunoco LLC purchases motor fuel through its supply and trading group primarily from independent refiners and major oil companies, along with other major market participants, and distributes it to (i) Sunoco R&M for resale at its approximately 440 company-operated Sunoco and APlus branded convenience stores and other retail fuel outlets, primarily in the East Coast and Southeast regions of the United States; (ii) 882 Sunoco branded dealer locations pursuant to long-term fuel supply agreements; (iii) other wholesale distributors of Sunoco branded fuel that supply to an additional 3,640 independently operated third-party retail fuel outlets and (iv) approximately 400 other commercial customers on a spot or short-term contract basis. Sunoco LLC also receives rental income from approximately 425 properties that it leases or subleases to third-party operators and receives income from the manufacture and wholesale sale of race fuels from its Marcus Hook, Pennsylvania manufacturing plant.

 

In connection with its formation, Sunoco LLC entered into a 10-year motor fuel supply agreement under which Sunoco LLC is the exclusive supplier of motor fuel for Sunoco Inc’s company-operated locations at a fixed profit margin of four cents per gallon. In addition, Sunoco LLC has entered into a perpetual license agreement with Sunoco Inc providing Sunoco LLC with an exclusive license to be the wholesale distributor of Sunoco branded motor fuel. Sunoco LLC’s branded dealer and branded wholesale distributor contracts generally have both time and volume commitments that establish contract duration. On average, the branded dealer contracts for third-party sites have an initial term of approximately 8 years, with an estimated, volume-weighted term remaining on those contracts of approximately 4 years. These contracts typically include (i) delivered pricing that reflects a support level relative to posted street pricing among competition within a zone (often referred to as “dealer tank wagon” pricing), or (ii) delivered pricing at the rack rate, plus transportation costs, taxes and a fixed, volume-based fee. On average, Sunoco LLC’s branded wholesale distributor agreements have an initial term of approximately 9 years, with a volume-weighted term remaining on those contracts of approximately 5.6 years. These contracts typically provide pricing that is fixed to Sunoco LLC’s posted fuel prices at the rack rate, less any appropriate commercial discounts. During the year ended December 31, 2014, Sunoco LLC sold 1.1 billion gallons of motor fuel to Sunoco Inc’s company-operated locations, 1.2 billion gallons of motor fuel to contracted branded dealers, 2.4 billion gallons of motor fuel to branded wholesale distributors and 0.6 billion gallons of motor fuel, including race fuel, to other commercial customers. As of December 31, 2014, Sunoco LLC received third-party rental income from 99 sites it subleased and 326 sites it leased to third-party operators and another 326 properties it owned in fee.

 

Sunoco LLC purchases unbranded motor fuel through its supply and trading group primarily from independent refiners and major oil companies, along with other major market participants. Sunoco LLC’s supply organization utilizes various sourcing options that span broad geographies, and include pipeline-based, rail, truck and waterborne options, which allows Sunoco LLC to optimize cost and availability of supply. We believe that Sunoco LLC has limited exposure to fluctuating commodity prices because it optimizes its sourcing options, generally passes the cost of the fuel that it distributes through to its customers and otherwise hedges its physical inventory to minimize commodity market risk.

 

For the year ended December 31, 2014, Sunoco LLC estimates that approximately 99.9% of the gross profit generated by Sunoco LLC constituted “qualifying income” within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended.

 

For the year ended December 31, 2014, Sunoco LLC generated Adjusted EBITDA of approximately $307 million and net income of approximately $37 million. Additionally, for the year ended December 31, 2014, Sunoco Inc accounted for approximately 14% of Sunoco LLC’s gross margins and 20% of Sunoco LLC’s motor fuel volumes sold.

 

RECENT DEVELOPMENTS

 

Revolving Credit Facility Commitments

 

Our revolving credit facility includes an accordion feature that allows us to increase the commitments thereunder from $1.25 billion to up to $1.5 billion.  We expect to exercise this accordion feature and request a $250 million increase in our revolving credit facility commitments.  We expect that the administrative agent under our revolving credit facility will arrange a syndicate of lenders willing to hold the requested incremental revolving commitments, but there can be no assurance that the administrative agent will be successful in arranging commitments for this incremental facility.

 

PRO FORMA FINANCIAL INFORMATION

 

The summary pro forma financial information presented below is derived from our unaudited pro forma combined financial statements. The pro forma financial information gives effect to (i) the consummation of our acquisitions of Mid-Atlantic Convenience Stores, LLC in October 2014 and Aloha Petroleum, Ltd. in December 2014 and the related financings and (ii) the consummation of our pending acquisition of Sunoco LLC and the related financing with a combination of debt and the issuance to ETP Retail of 795,482 million common units representing limited partner interests in us.  The unaudited pro forma financial information is based on certain assumptions and do not purport to be indicative of the results which actually would have been achieved if the proposed transactions listed above had been consummated on the dates indicated or of results that may be achieved in the future.

 



 

 

 

Historical

 

Pro Forma

 

 

 

Predecessor

 

Combined

 

 

 

 

 

Year Ended

 

 

 

Year Ended

 

 

 

December 31,
2012(2)

 

December 31,
2013

 

2014(3)

 

December 31,
2014

 

 

 

(in thousands, except gross profit per gallon)

 

 

 

 

 

 

 

(unaudited)

 

(unaudited)

 

Other Financial Data:

 

 

 

 

 

 

 

 

 

Adjusted EBITDA attributable to Sunoco LP(1)

 

31,695

 

51,884

 

122,313

 

307,218

 

Distributable cash flow attributable to Sunoco LP(1)

 

10,457

 

47,678

 

92,488

 

196,517

 

Ratio of earnings to fixed charges

 

11.92x

 

9.47x

 

4.38x

 

2.61x

 

Operating Data:

 

 

 

 

 

 

 

 

 

Total motor fuel gallons sold

 

1,449,946

 

1,571,034

 

2,011,963

 

4,145,415

 

Average motor fuel gross profit per gallon

 

2.8¢

 

3.7¢

 

7.0¢

 

9.6¢

 

 


(1)                                We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items, including adjustments for unrealized gains and losses on commodity derivatives and inventory fair value adjustments. We define distributable cash flow as Adjusted EBITDA less cash interest expense, current income tax expense, maintenance capital expenditures and other non-cash adjustments. EBITDA, Adjusted EBITDA and distributable cash flow are not financial measures calculated in accordance with GAAP. The following table presents a reconciliation of net income to EBITDA, Adjusted EBITDA and distributable cash flow:

 

 

 

Historical

 

Pro Forma

 

 

 

Predecessor

 

Combined

 

 

 

 

 

January 1, 2012

 

September 25, 2012

 

Year Ended

 

Year Ended

 

 

 

through
September 24, 2012

 

through
December 31, 2012

 

December 31,
2013

 

2014

 

December 31,
2014

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

(unaudited)

 

(unaudited)

 

Net income

 

$

8,420

 

$

9,150

 

$

37,027

 

$

57,786

 

$

123,215

 

Depreciation, amortization and accretion

 

5,735

 

1,296

 

8,687

 

26,955

 

108,014

 

Interest expense, net

 

269

 

540

 

3,471

 

14,329

 

77,452

 

Income tax expense (benefit)

 

4,809

 

224

 

440

 

2,352

 

12,158

 

EBITDA

 

19,233

 

11,210

 

49,625

 

101,422

 

320,839

 

Non-cash compensation expense

 

810

 

101

 

1,935

 

6,080

 

7,128

 

Loss on disposal of assets and impairment charge

 

229

 

112

 

324

 

2,631

 

717

 

Unrealized gains on commodity derivatives

 

 

 

 

(1,433

)

(932

)

Inventory fair value adjustments

 

 

 

 

13,613

 

189,818

 

Adjusted EBITDA

 

$

20,272

 

$

11,423

 

$

51,884

 

$

122,313

 

$

517,570

 

Adjusted EBITDA attributable to noncontrolling interest

 

 

 

 

 

(210,352

)

Adjusted EBITDA attributable to Sunoco LP

 

$

20,272

 

$

11,423

 

$

51,884

 

$

122,313

 

$

307,218

 

Cash interest expense

 

 

 

439

 

3,090

 

12,029

 

73,464

 

Income tax expense (current)

 

 

 

71

 

302

 

3,275

 

13,081

 

Maintenance capital expenditures

 

 

 

456

 

814

 

5,196

 

16,917

 

MACS acquisition adjustment(a)

 

 

 

 

 

8,282

 

8,282

 

Earnings attributable to noncontrolling interest

 

 

 

 

 

1,043

 

(1,043

)

Distributable cash flow attributable to Sunoco LP

 

 

 

$

10,457

 

$

46,678

 

$

92,488

 

$

196,517

 

 


(a)                                 Adjustment includes MACS’ recasted results of operations for the period September 1, 2014 through September 30, 2014 (the date of common control), as further adjusted for depreciation, amortization and accretion, interest expense, income tax expense and other non-cash items, in accordance with the Adjusted EBITDA definition.