Related-Party Transactions

We entered into two long-term, fee-based commercial agreements with SUSS in connection with our IPO, summarized as follows:

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Distribution agreement - a 10-year agreement under which we will be the exclusive distributor of motor fuel to SUSS' existing Stripes® convenience stores and independently operated consignment locations, and to all future sites purchased by SUSP pursuant to the sale and leaseback option under the Omnibus Agreement, at cost, including tax and transportation costs, plus a fixed profit margin of three cents per gallon. In addition, all future motor fuel volumes purchased by SUSS for its own account will be added to the distribution agreement pursuant to the terms of the Omnibus Agreement.


•	Transportation agreement - a 10-year transportation logistics agreement, pursuant to which SUSS will arrange for motor fuel to be delivered from our suppliers to our customers at rates consistent with those charged by SUSS to third parties for the delivery of motor fuel.

Omnibus Agreement

In addition to the commercial agreements described above, we also entered into an Omnibus Agreement with SUSS pursuant to which, among other things, we received a three-year option to purchase from SUSS up to 75 of SUSS' new or recently constructed Stripes® convenience stores at their cost and lease the stores back to them at a specified rate for a 15-year initial term, and SUSP will be the exclusive distributor of motor fuel to such stores for a period of ten years from the date of purchase. We also received a ten-year right to participate in acquisition opportunities with SUSS, to the extent SUSP and SUSS are able to reach an agreement on terms, and the exclusive right to distribute motor fuel to certain of SUSS' newly constructed convenience stores and independently operated consignment locations. In addition, we agreed to reimburse our general partner and its affiliates for the costs incurred in managing and operating SUSP. The Omnibus Agreement also provides for certain indemnification obligations between SUSS and SUSP.

Contribution Agreement

On September 25, 2012, in connection with the closing of our IPO, the following transactions, among others, occurred pursuant to the Contribution Agreement:


•	SUSS contributed to SPOC substantially all of its wholesale motor fuel distribution business, other than its motor fuel consignment business and transportation assets, which included:


•	marketer, distributor and supply agreements,


•	fuel supply agreements to distribute motor fuel to convenience stores and other retail fuel outlets,


•	real property owned in fee and personal property,


•	leases and subleases under which it was a tenant, and


•	leases and subleases under which it was a landlord.


•	SPC contributed its membership interests in T&C Wholesale LLC to SPOC.


•	SPC contributed its interest in SPOC to the Partnership in exchange for 14,436 common units representing a 0.07% limited partner interest in the Partnership, 10,939,436 subordinated units representing a 50.0% limited partner interest in the Partnership and all of the IDRs of the Partnership.

Summary of Transactions

Related-party transactions with SUSS are as follows:

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The Partnership sells motor fuel to SUSS for resale at its Stripes® convenience stores and independently operated consignment locations. Motor fuel sales to affiliates for the three and nine month periods ended September 30, 2013, were $775.8 million and $2.3 billion, resulting in gross profit of $8.1 million and $23.5 million, respectively. Prior to September 25, 2012, our Predecessor sold motor fuel to affiliates at zero gross profit. Additionally, we collect credit card receipts from the motor fuel suppliers on SUSS' behalf.

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SUSS charged us for general and administrative services under the Omnibus Agreement for oversight of the Partnership and its Predecessor. Such amounts include certain expenses allocated by SUSS for general corporate services, such as finance, internal audit and legal services, which are included in general and administrative expenses. These expenses were charged or allocated to the Partnership based on the nature of the expenses and our proportionate share of employee time and headcount, which management believes to be reasonable. SUSS charged us $0.7 million during the quarter ended September 30, 2013 and $1.8 million during the first nine months of 2013, including non-cash stock based compensation. SUSS allocated to our Predecessor non-cash stock based compensation of $0.2 million and $0.8 million for the three and nine months ended September 30, 2012.


•	We reimbursed SUSS for costs of employees supporting our operations of $2.8 million during the quarter ended September 30, 2013 and $8.2 million during the first nine months of 2013. Prior to the IPO, these expenses were incurred directly by our Predecessor.


•	We distributed $5.0 million and $14.5 million during the three and nine month periods ended September 30, 2013 to SUSS as regular distributions on its common and subordinated units.


•	SUSS charged us for transportation services under the Transportation Agreement for delivery of motor fuel to our customers of $12.8 million and $37.0 million for the three and nine months ended September 30, 2013. Prior to the IPO, these expenses were incurred directly by our Predecessor.


•	SUSS charged our Predecessor for rent expense on certain real estate, which was in turn subleased by our Predecessor to dealers, of $0.7 million and $2.0 million for the three and nine month periods ended September 30, 2012. No rent expense was incurred subsequent to the IPO.

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We acquired ten convenience store properties from SUSS for $37.8 million during the quarter ended September 30, 2013, bringing the total for the year to 22. We spent $92.0 million during the first nine months of 2013, which also includes final cost true-up adjustments. These stores were leased back to SUSS. Since our IPO, we have acquired a total of 30 convenience store properties from SUSS, for a total cost of $121.0 million, through September 30, 2013.


•	We charged SUSS rent on the convenience store properties which were purchased by us and leased back to them. For the three and nine month periods ended September 30, 2013, we charged $1.9 million and $4.0 million to SUSS on these leases.


•	Net accounts receivable from SUSS were $59.5 million and $36.4 million at December 31, 2012 and September 30, 2013, respectively, which are primarily related to fuel purchases from us.


•	SUSS contributed the net assets related to the GFI Contribution to SUSP. Pursuant to this transaction, SUSP issued 64,872 additional SUSP common units to SUSS with a value of $2.0 million.