Exhibit A
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to: (a) the joint filing on behalf of each of them of Amendment No. 1 to the Statement on Schedule 13D (the “Statement”) and any and all other amendments thereto with respect to the common units and subordinated units in Susser Petroleum Partners LP deemed to be beneficially owned by each of them, as applicable, (b) the appointment of Sonia Aube, William J. Healy and/or Peggy Harrison, all of whom may act individually, as Attorney-in-Fact to execute such Statement, any amendment thereto and/or Section 16 filing related thereto in the name and on behalf of the undersigned, and (c) the inclusion of this Joint Filing Agreement and Power of Attorney as an exhibit thereto.
Date: October 24, 2014
| STRIPES LLC | ||||
By: | /s/ Mary E. Sullivan | |||
Name: | Mary E. Sullivan | |||
Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||
| STRIPES NO. 1009 LLC | ||||
By: | /s/ Mary E. Sullivan | |||
Name: | Mary E. Sullivan | |||
Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||
| SUSSER HOLDINGS CORPORATION | ||||
By: | /s/ Thomas P. Mason | |||
| Name: | Thomas P. Mason | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
| HERITAGE HOLDINGS, INC. | ||||
By: | /s/ Martin Salinas, Jr. | |||
Name: | Martin Salinas, Jr. | |||
| Title: | Chief Financial Officer | |||
| ETP HOLDCO CORPORATION | ||||
By: | /s/ Martin Salinas, Jr. | |||
| Name: | Martin Salinas, Jr. | |||
| Title: | Chief Financial Officer | |||
| ETC M-A ACQUISITION LLC | ||||||||
By: | /s/ Thomas P. Mason | |||||||
| Name: | Thomas P. Mason | |||||||
| Title: | Senior Vice President | |||||||
| LA GRANGE ACQUISITION, L.P. | ||||||||
By: | LA GP, LLC, its general partner | |||||||
| By: | /s/ Thomas P. Mason | |||||||
| Name: | Thomas P. Mason | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||
| LA GP, LLC | ||||||||
| By: | /s/ Thomas P. Mason | |||||||
| Name: | Thomas P. Mason | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||
| HERITAGE ETC, L.P. | ||||||||
By: Heritage ETC GP, L.L.C. | ||||||||
By: | /s/ Martin Salinas, Jr. | |||||||
| Name: | Martin Salinas, Jr. | |||||||
| Title: | Chief Financial Officer | |||||||
| HERITAGE ETC GP, L.L.C. | ||||||||
By: | /s/ Martin Salinas, Jr. | |||||||
| Name: | Martin Salinas, Jr. | |||||||
| Title: | Chief Financial Officer | |||||||
| ENERGY TRANSFER PARTNERS, L.P. | ||||||||
By: | Energy Transfer Partners GP, L.P., its general partner | |||||||
By: | Energy Transfers Partners, L.L.C., its general partner | |||||||
By: | /s/ Thomas P. Mason | |||||||
| Name: | Thomas P. Mason | |||||||
| Title: | Senior VP, General Counsel and Secretary | |||||||
| ENERGY TRANSFER PARTNERS GP, L.P. | ||||||
By: | Energy Transfer Partners, L.L.C., its general partner | |||||
| By: | /s/ Thomas P. Mason | |||||
| Name: | Thomas P. Mason | |||||
| Title: | Senior VP, General Counsel and Secretary | |||||
| ENERGY TRANSFER PARTNERS, L.L.C. | ||||||
| By: | /s/ Thomas P. Mason | |||||
| Name: | Thomas P. Mason | |||||
| Title: | Senior VP, General Counsel and Secretary | |||||
| ENERGY TRANSFER EQUITY, L.P. | ||||||
By: | LE GP, LLC, its general partner | |||||
| By: | /s/ John W. McReynolds | |||||
| Name: | John W. McReynolds | |||||
| Title: | President | |||||
| LE GP, LLC | ||||||
| By: | /s/ John W. McReynolds | |||||
| Name: | John W. McReynolds | |||||
| Title: | President | |||||
| KELCY L. WARREN | ||||||
By: | /s/ Kelcy L. Warren | |||||
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF ETP LLC AND LE GP
The following tables set forth the names, positions and present principal occupations or employment and business addresses of the directors and executive officers of ETP LLC, LE GP, HHI, ETP Holdco, Heritage ETC GP, Stripes 1009, Susser and Stripes. All the individuals listed below are citizens of the United States.
ETP LLC:
Name and Business Address | Capacity in Which Serves ETP LLC | Principal Occupation | ||
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219 | Chairman of the Board and Chief Executive Officer | Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC | ||
Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Financial Officer | Chief Financial Officer of Energy Transfer Partners, L.L.C. | ||
Paul E. Glaske 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | Retired Chairman and CEO, Blue Bird Corporation | ||
Ted Collins, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | President of Collins & Ware Inc. | ||
Michael K. Grimm 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | President of and Chief Executive Officer of Rising Star Energy, L.L.C. | ||
Marshall S. McCrea, III 3738 Oak Lawn Ave. Dallas, TX 75219 | President, Chief Operating Officer and Director | President and Chief Operating Officer of Energy Transfer Partners, L.L.C. | ||
Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219 | Senior Vice President, General Counsel and Secretary | Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C. | ||
Jamie Welch 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | Group Chief Financial Officer, Head of Business Development and Director of LE GP, LLC | ||
Richard Cargile 3738 Oak Lawn Ave. Dallas, TX 75219 | President of Midstream Operations | President of Midstream Operations of Energy Transfer Partners, L.L.C. | ||
David K. Skidmore 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | President of Skidmore Exploration Inc. | ||
Gregory F. Brazaitis 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Compliance Officer | Chief Compliance Officer of Energy Transfer Partners, L.L.C. | ||
Appendix A
Page 1
LE GP:
Name and Business Address | Capacity in Which Serves LE GP | Principal Occupation | ||
John W. McReynolds 3738 Oak Lawn Ave. Dallas, TX 75219 | Director and President | President of LE GP, LLC | ||
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219 | Director and Chairman of the Board | Chairman and Chief Executive Officer and Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC | ||
Jamie Welch 3738 Oak Lawn Ave. Dallas, TX 75219 | Director and Group Chief Financial Officer and Head of Business Development | Group Chief Financial Officer, Head of Business Development and Director of LE GP, LLC | ||
William P. Williams 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | Retired Vice President of Measurement, Energy Transfer Partners, L.L.C. | ||
Marshall S. McCrea, III 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | President and Chief Operating Officer of Energy Transfer Partners, L.L.C. | ||
Matthew S. Ramsey 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | President of RPM Exploration, Ltd. and Ramsey Energy Management, LLC | ||
K. Rick Turner 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | Director of North American Energy Partners Inc., AmeriGas Partners, L.P. and TMI, LLC | ||
HHI:
Name and Business Address | Capacity in Which Serves Heritage Holdings | Principal Occupation | ||
Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Financial Officer and Director | Chief Financial Officer of Energy Transfer Partners, L.L.C. | ||
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Executive Officer | Chairman and Chief Executive Officer and Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC | ||
Marshall S. McCrea, III 3738 Oak Lawn Ave. Dallas, TX 75219 | President and Chief Operating Officer | President and Chief Operating Officer of Energy Transfer Partners, L.L.C. | ||
Richard A. Cargile 3738 Oak Lawn Ave. Dallas, TX 75219 | President of Midstream Operations | President of Midstream Operations of Energy Transfer Partners, L.L.C. | ||
Gregory F. Brazaitis 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Compliance Officer | Chief Compliance Officer of Energy Transfer Partners, L.L.C. | ||
Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219 | Senior Vice President, General Counsel and Secretary | Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C. | ||
Appendix A
Page 2
ETP Holdco: | ||||
Name and Business Address | Capacity in Which Serves ETP Holdco | Principal Occupation | ||
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Executive Officer and Director | Chairman and Chief Executive Officer and Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC | ||
Marshall S. McCrea, III 3738 Oak Lawn Ave. Dallas, TX 75219 | President, Chief Operating Officer and Director | President and Chief Operating Officer of Energy Transfer Partners, L.L.C. | ||
Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Financial Officer | Chief Financial Officer of Energy Transfer Partners, L.L.C. | ||
Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219 | Senior Vice President, General Counsel, Secretary and Director | Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C. | ||
John D. Harkey Jr. 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | Chief Executive Officer and Chairman of Consolidated Restaurant Companies, Inc. | ||
John W. McReynolds 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | President of LE GP, LLC | ||
ETC: | ||||
Name and Business Address | Capacity in Which Serves ETP Holdco | Principal Occupation | ||
Robert W. Owens 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Executive Officer | Chief Executive Officer of Susser Holdings Corporation | ||
Marshall S. McCrea III 3738 Oak Lawn Ave. Dallas, TX 75219 | President and Chief Operating Officer | President and Chief Operating Officer of Energy Transfer Partners, L.L.C. | ||
Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Financial Officer | Chief Financial Officer of Energy Transfer Partners, L.L.C. | ||
Arnold D. Dodderer 3738 Oak Lawn Ave. Dallas, TX 75219 | General Counsel and Vice President | General Counsel of Sunoco, Inc. | ||
LA GP: | ||||
Name and Business Address | Capacity in Which Serves ETP Holdco | Principal Occupation | ||
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Executive Officer and Manager | Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC | ||
Marshall S. McCrea III 3738 Oak Lawn Ave. Dallas, TX 75219 | President and Chief Operating Officer | President and Chief Operating Officer of Energy Transfer Partners, L.L.C. | ||
Richard A. Cargile 3738 Oak Lawn Ave. Dallas, TX 75219 | President of Midstream Operations | President of Midstream Operations of Energy Transfer Partners, L.L.C. | ||
Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Financial Officer and Manager | Chief Financial Officer of Energy Transfer Partners, L.L.C. | ||
Gregory F. Brazaitis 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Compliance Officer | Chief Compliance Officer of Energy Transfer Partners, L.L.C. | ||
Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219 | Senior Vice President, General Counsel and Secretary | Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C. | ||
Appendix A
Page 3
Heritage ETC GP: | ||||
Name and Business Address | Capacity in Which Serves Heritage ETC GP | Principal Occupation | ||
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Executive Officer and Manager | Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC | ||
Marshall S. McCrea, III 3738 Oak Lawn Ave. Dallas, TX 75219 | President and Chief Operating Officer | President and Chief Operating Officer of Energy Transfer Partners, L.L.C. | ||
Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Financial Officer and Manager | Chief Financial Officer of Energy Transfer Partners, L.L.C. | ||
Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219 | Senior Vice President, General Counsel and Secretary | Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C. | ||
Richard A. Cargile 3738 Oak Lawn Ave. Dallas, TX 75219 | President of Midstream Operations | President of Midstream Operations of Energy Transfer Partners, L.L.C. | ||
Gregory F. Brazaitis 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Compliance Officer | Chief Compliance Officer of Energy Transfer Partners, L.L.C. | ||
Stripes 1009: | ||||
Name and Business Address | Capacity in Which Serves Stripes 1009 | Principal Occupation | ||
Robert W. Owens 3738 Oak Lawn Ave. Dallas, TX 75219 | President and Chief Executive Officer | Chief Executive Officer of Susser Holdings Corporation | ||
Mary E. Sullivan 3738 Oak Lawn Ave. Dallas, TX 75219 | Executive Vice President, Chief Financial Officer and Treasurer | Executive Vice President and Chief Financial Officer of Susser Holdings Corporation | ||
Susser: | ||||
Name and Business Address | Capacity in Which Serves Susser | Principal Occupation | ||
Kelcy L. Warren 3738 Oak Lawn Ave. Dallas, TX 75219 | Director | Chairman and Chief Executive Officer of Energy Transfer Partners, L.L.C. and Chairman of LE GP, LLC | ||
Martin Salinas, Jr. 3738 Oak Lawn Ave. Dallas, TX 75219 | Director and Executive Vice President | Chief Financial Officer of Energy Transfer Partners, L.L.C. | ||
Robert W. Owens 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Executive Officer | Chief Executive Officer of Susser Holdings Corporation | ||
Appendix A
Page 4
Marshall S. McCrea, III 3738 Oak Lawn Ave. Dallas, TX 75219 | President and Chief Operating Officer | President and Chief Operating Officer of Energy Transfer Partners, L.L.C. | ||
Mary E. Sullivan 3738 Oak Lawn Ave. Dallas, TX 75219 | Executive Vice President and Chief Financial Officer | Executive Vice President and Chief Financial Officer of Susser Holdings Corporation | ||
Thomas P. Mason 3738 Oak Lawn Ave. Dallas, TX 75219 | Senior Vice President, General Counsel and Secretary | Senior Vice President, General Counsel and Secretary of Energy Transfer Partners, L.L.C. | ||
Stripes: | ||||
Name and Business Address | Capacity in Which Serves Stripes | Principal Occupation | ||
Robert W. Owens 3738 Oak Lawn Ave. Dallas, TX 75219 | President, Chief Executive Officer and Manager | Chief Executive Officer of Susser Holdings Corporation | ||
Mary E. Sullivan 3738 Oak Lawn Ave. Dallas, TX 75219 | Executive Vice President, Chief Financial Officer, Treasurer and Manager | Executive Vice President and Chief Financial Officer of Susser Holdings Corporation | ||
Cynthia Archer 3738 Oak Lawn Ave. Dallas, TX 75219 | Executive Vice President and Chief Marketing Officer | Executive Vice President and Chief Marketing Officer of Susser Petroleum Partners GP LLC | ||
Brad Williams 3738 Oak Lawn Ave. Dallas, TX 75219 | Senior Vice President—Retail Operations West and Manager | Senior Vice President—Retail Operations West of Susser Petroleum Partners GP LLC | ||
Brian Hand 3738 Oak Lawn Ave. Dallas, TX 75219 | Chief Procurement Officer and Vice President—Facilities | Chief Procurement Officer and Vice President of Sunoco, Inc. | ||
Appendix A
Page 5
