Initial Public Offering

On September 20, 2012, the Partnership’s public common units began trading on the New York Stock Exchange under the symbol “SUSP”. On September 25, 2012, we completed the IPO of 10,925,000 common units at a price of $20.50 per unit, which included a 1,425,000 unit over-allotment option that was exercised by the underwriters.

All of our net property and equipment was contributed by SUSS and its subsidiaries in exchange for:


•	14,436 common units and 10,939,436 subordinated units, representing an aggregate 50.1% limited partner interest in SUSP;


•	All of the incentive distribution rights (as discussed in SUSP's partnership agreement); and


•	An aggregate cash distribution of $206.0 million.

We received net proceeds of $206.0 million from the sale of 10,925,000 units, net of related offering expenses. Additionally, we entered into a term loan and security agreement (“SUSP Term Loan”) in which we borrowed $180.7 million and a $250.0 million revolving credit agreement (“SUSP Revolver”), which are guaranteed by SUSS in a maximum aggregate amount of $180.7 million. See Note 8 for additional information regarding our credit and term loan facilities.

The following table is a reconciliation of cash proceeds from the IPO (in millions):



Gross proceeds	$	224
Less: Underwriting and structuring fees and other offering expenses	(18		)
Proceeds from the IPO, net of offering costs	206
Reimbursement to SUSS for capital expenditures during prior 24 months	(25		)
Investment in marketable securities	(181		)
Net use of IPO proceeds	$	(206	)
Term loan proceeds	$	181
Proceeds of term loan distributed to SUSS	$	(181	)

The following is a summary of net income for the three and nine months ended September 30, 2012 disaggregated between Predecessor and the Partnership:



	Susser Petroleum Company LLC Predecessor			Susser Petroleum Partners LP			Three Months Ended September 30, 2012
	Through September 24, 2012			From September 25, 2012
	(in thousands)
Revenues	$	1,039,257		$	70,359		$	1,109,616
Cost of sales	1,027,325			69,462			1,096,787
Gross profit	11,932			897			12,829
Total operating expenses	7,064			295			7,359
Income from operations	4,868			602			5,470
Interest expense, net	(89		)	(24		)	(113		)
Income before income taxes	4,779			578			5,357
Income tax expense	(1,735		)	(4		)	(1,739		)
Net income	$	3,044		$	574		$	3,618



	Susser Petroleum Company LLC Predecessor			Susser Petroleum Partners LP			Nine Months Ended September 30, 2012
	Through September 24, 2012			From September 25, 2012
	(in thousands)
Revenues	$	3,198,422		$	70,359		$	3,268,781
Cost of sales	3,162,428			69,462			3,231,890
Gross profit	35,994			897			36,891
Total operating expenses	22,496			295			22,791
Income from operations	13,498			602			14,100
Interest expense, net	(269		)	(24		)	(293		)
Income before income taxes	13,229			578			13,807
Income tax expense	(4,809		)	(4		)	(4,813		)
Net income	$	8,420		$	574		$	8,994

The following is a summary of cash flow for the nine months ended September 30, 2012 disaggregated between Predecessor and the Partnership:



	Susser Petroleum Company LLC Predecessor			Susser Petroleum Partners LP			Nine Months Ended September 30, 2012
	Through September 24, 2012			From September 25, 2012
	(in thousands)
Cash flows from operating activities:
Net cash provided by operating activities	$	9,151		$	16,761		$	25,912
Cash flows from investing activities:
Purchase of intangibles and capital expenditures	(9,806		)	(48		)	(9,854		)
Purchase of short-term investments	—			(259,654		)	(259,654		)
Redemption of short-term investments	—			78,976			78,976
Proceeds from disposal of property and equipment	754			—			754
Net cash used in investing activities	(9,052		)	(180,726		)	(189,778		)
Cash flows from financing activities:
Change in notes receivable	32			—			32
Proceeds from issuance of long-term debt	—			180,666			180,666
Loan origination costs				(1,891		)	(1,891		)
Proceeds from issuance of common units, net of offering costs	—			206,030			206,030
Distributions to Parent	—			(206,030		)	(206,030		)
Predecessor cash retained by Parent	(354		)	—			(354		)
Payments on long-term debt	(17		)	—			(17		)
Net cash provided by (used in) financing activities	(339		)	178,775			178,436
Net increase (decrease) in cash	(240		)	14,810			14,570
Cash and cash equivalents at beginning of year	240			—			240
Cash and cash equivalents at end of period	$	—		$	14,810		$	14,810