SUNOCO LP, 10-Q filed on 11/9/2016
Quarterly Report
Document And Entity Information
9 Months Ended
Sep. 30, 2016
Nov. 7, 2016
Common Units [Member]
Nov. 7, 2016
Common Class C [Member]
Document Information [Line Items]
 
 
 
Entity Registrant Name
SUNOCO LP 
 
 
Entity Central Index Key
0001552275 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Document Type
10-Q 
 
 
Document Period End Date
Sep. 30, 2016 
 
 
Document Fiscal Year Focus
2016 
 
 
Document Fiscal Period Focus
Q3 
 
 
Amendment Flag
false 
 
 
Entity Partnership Units Outstanding
 
95,565,620 
16,410,780 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 80,565 
$ 72,627 
Advances to affiliates
0 
365,536 
Accounts receivable, net
385,497 
308,285 
Accounts receivable from affiliates
8,790 
8,074 
Inventories, net
488,780 
467,291 
Other current assets
97,621 
46,080 
Total current assets
1,061,253 
1,267,893 
Property and equipment, net
3,322,718 
3,154,826 
Other assets:
 
 
Goodwill
3,236,398 
3,111,262 
Intangible assets, net
1,290,764 
1,259,440 
Other noncurrent assets
85,868 
48,398 
Total assets
8,997,001 
8,841,819 
Current liabilities:
 
 
Accounts payable
439,950 
433,988 
Accounts payable to affiliates
31,635 
14,988 
Advances from affiliates
62,716 
0 
Accrued expenses and other current liabilities
321,349 
307,939 
Current maturities of long-term debt
5,010 
5,084 
Total current liabilities
860,660 
761,999 
Revolving line of credit
958,236 
450,000 
Long-term debt, net
3,515,194 
1,502,531 
Deferred tax liability
694,995 
694,383 
Other noncurrent liabilities
160,675 
170,169 
Total liabilities
6,189,760 
3,579,082 
Commitments and contingencies (Note 11)
   
   
Equity:
 
 
Total partners' capital
2,807,241 
3,044,448 
Total equity
2,807,241 
5,262,737 
Total liabilities and equity
8,997,001 
8,841,819 
Predecessor [Member]
 
 
Equity:
 
 
Total equity
0 
2,218,289 
Common Units - Public [Member]
 
 
Equity:
 
 
Total partners' capital
1,745,339 
1,768,890 
Common Units - Affiliated [Member]
 
 
Equity:
 
 
Total partners' capital
1,061,902 
1,275,558 
Class A Units - Held by Subsidiary [Member]
 
 
Equity:
 
 
Total partners' capital
0 
0 
Class C Units - Held by Subsidiary [Member]
 
 
Equity:
 
 
Total partners' capital
$ 0 
$ 0 
Consolidated Balance Sheets (Parenthetical)
Sep. 30, 2016
Dec. 31, 2015
Equity:
 
 
Limited partners' capital account, units outstanding (in shares)
95,339,786 
87,365,706 
Common Units - Public [Member]
 
 
Equity:
 
 
Limited partners' capital account, units issued (in shares)
49,588,960 
49,588,960 
Limited partners' capital account, units outstanding (in shares)
49,588,960 
49,588,960 
Common Units - Affiliated [Member]
 
 
Equity:
 
 
Limited partners' capital account, units issued (in shares)
45,750,826 
37,776,746 
Limited partners' capital account, units outstanding (in shares)
45,750,826 
37,776,746 
Class A Units - Held by Subsidiary [Member]
 
 
Equity:
 
 
Limited partners' capital account, units issued (in shares)
0 
11,018,744 
Limited partners' capital account, units outstanding (in shares)
0 
11,018,744 
Class C Units - Held by Subsidiary [Member]
 
 
Equity:
 
 
Limited partners' capital account, units issued (in shares)
16,410,780 
0 
Limited partners' capital account, units outstanding (in shares)
16,410,780 
0 
Consolidated Statements of Operations and Comprehensive Income (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Revenues
 
 
 
 
Retail motor fuel
$ 1,401,830 
$ 1,580,815 
$ 3,876,542 
$ 4,597,670 
Wholesale motor fuel sales to third parties
2,026,454 
2,664,186 
5,544,905 
7,946,323 
Wholesale motor fuel sales to affiliates
28,226 
3,779 
45,065 
8,718 
Merchandise
605,275 
589,299 
1,705,963 
1,633,102 
Rental income
22,883 
20,949 
67,582 
61,265 
Other
52,649 
47,744 
151,740 
136,630 
Total revenues
4,137,317 
4,906,772 
11,391,797 
14,383,708 
Cost of sales
 
 
 
 
Retail motor fuel
1,222,827 
1,384,813 
3,428,659 
4,114,463 
Wholesale motor fuel
1,916,511 
2,591,791 
5,136,083 
7,623,330 
Merchandise
412,983 
404,179 
1,160,001 
1,122,970 
Other
7,609 
1,231 
10,357 
3,744 
Total cost of sales
3,559,930 
4,382,014 
9,735,100 
12,864,507 
Gross profit
577,387 
524,758 
1,656,697 
1,519,201 
Operating expenses
 
 
 
 
General and administrative
82,774 
61,547 
201,688 
167,747 
Other operating
276,401 
266,681 
792,194 
759,713 
Rent
36,231 
36,447 
105,327 
105,564 
Loss on disposal of assets
203 
747 
2,918 
894 
Depreciation, amortization and accretion
77,628 
65,984 
234,418 
202,927 
Total operating expenses
473,237 
431,406 
1,336,545 
1,236,845 
Income from operations
104,150 
93,352 
320,152 
282,356 
Interest expense, net
54,289 
28,517 
132,565 
57,692 
Income before income taxes
49,861 
64,835 
187,587 
224,664 
Income tax expense
5,310 
30,124 
8,890 
47,113 
Net income and comprehensive income
44,551 
34,711 
178,697 
177,551 
Less: Net income and comprehensive income attributable to noncontrolling interest
0 
852 
0 
2,545 
Less: Preacquisition income allocated to general partner
0 
6,315 
0 
117,728 
Net income and comprehensive income attributable to partners
$ 44,551 
$ 27,544 
$ 178,697 
$ 57,278 
Common Units [Member]
 
 
 
 
Net income per limited partner unit:
 
 
 
 
Net income per limited partner unit (basic and diluted) (in dollars per share)
$ 0.24 
$ 0.30 
$ 1.25 
$ 0.96 
Weighted average limited partner units outstanding:
 
 
 
 
Weighted average limited partner units outstanding (basic) (in shares)
95,339,786 
43,772,026 
92,720,563 
30,994,016 
Weighted average limited partner units outstanding (diluted) (in shares)
95,414,444 
43,772,142 
92,795,221 
30,994,132 
Cash distribution per common unit (in shares)
$ 0.8255 
$ 0.7454 
$ 2.4683 
$ 2.0838 
Subordinated Units-Affiliated [Member]
 
 
 
 
Net income per limited partner unit:
 
 
 
 
Net income per limited partner unit (basic and diluted) (in dollars per share)
$ 0.00 
$ 0.52 
$ 0.00 
$ 1.21 
Weighted average limited partner units outstanding:
 
 
 
 
Weighted average limited partner units oustanding (basic and diluted) (in shares)
0 
10,939,436 
0 
10,939,436 
Common Units - Public [Member]
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
Weighted average limited partner units outstanding (basic) (in shares)
49,588,960 
24,340,677 
49,588,960 
21,486,878 
Weighted average limited partner units outstanding (diluted) (in shares)
49,663,618 
24,340,793 
49,663,618 
21,486,994 
Common Units - Affiliated [Member]
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
Weighted average limited partner units oustanding (basic and diluted) (in shares)
45,750,826 
19,431,349 
43,131,603 
9,507,137 
Consolidated Statement of Equity (USD $)
In Thousands, unless otherwise specified
Total
Sunoco LLC and Sunoco Retail LLC [Member]
ETP [Member]
ETE [Member]
Common Units - Public [Member]
Common Units - Affiliated [Member]
Common Units - Affiliated [Member]
Sunoco LLC and Sunoco Retail LLC [Member]
Common Units - Affiliated [Member]
ETP [Member]
Common Units - Affiliated [Member]
ETE [Member]
Predecessor Equity [Member]
Beginning balance at Dec. 31, 2015
$ 5,262,737 
 
 
 
$ 1,768,890 
$ 1,275,558 
 
 
 
$ 2,218,289 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
 
 
Contribution
 
(2,200,000)
 
 
 
 
0 
 
 
(2,200,000)
Equity issued
 
 
194,000 
60,944 
 
 
 
194,000 
60,944 
 
Contribution of assets between entities under common control above historic cost
(391,820)
 
 
 
 
(373,531)
 
 
 
(18,289)
Cash distribution to unitholders
(285,895)
 
 
 
(122,666)
(163,229)
 
 
 
 
Cash distribution
 
 
(50,000)
 
 
 
 
(50,000)
 
 
Unit-based compensation
9,455 
 
 
 
4,918 
4,537 
 
 
 
 
Other
29,123 
 
 
 
(786)
29,909 
 
 
 
 
Net income
178,697 
 
 
 
94,983 
83,714 
 
 
 
 
Ending balance at Sep. 30, 2016
$ 2,807,241 
 
 
 
$ 1,745,339 
$ 1,061,902 
 
 
 
$ 0 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Cash flows from operating activities:
 
 
Net income
$ 178,697 
$ 177,551 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation, amortization and accretion
234,418 
202,927 
Amortization of deferred financing fees
7,608 
2,291 
Loss on disposal of assets
2,918 
894 
Non-cash unit based compensation
9,455 
5,886 
Deferred income tax
21,056 
10,848 
Changes in operating assets and liabilities, net of acquisitions:
 
 
Accounts receivable, net
(63,366)
(69,526)
Accounts receivable from affiliates
1,946 
(20,752)
Inventories, net
(7,394)
84,224 
Other assets
(81,629)
(3,344)
Accounts payable
16,722 
9,942 
Accounts payable to affiliates
16,647 
(21,520)
Accrued expenses and other current liabilities
5,556 
(41,086)
Other noncurrent liabilities
(2,006)
11,252 
Net cash provided by operating activities
340,628 
349,587 
Cash flows from investing activities:
 
 
Capital expenditures
(290,560)
(342,429)
Purchase of intangible assets
(38,608)
(41,516)
Other acquisitions, net of cash acquired
(288,957)
(58,185)
Proceeds from disposal of property and equipment
11,444 
11,531 
Net cash used in investing activities
(2,806,681)
(2,172,454)
Cash flows from financing activities:
 
 
Proceeds from issuance of long-term debt
2,835,000 
1,400,000 
Payments on long-term debt
(799,055)
(240,388)
Revolver, borrowings
2,200,460 
959,668 
Revolver, repayments
(1,692,224)
(513,046)
Debt issuance costs
(30,124)
(21,437)
Advances from affiliates
230,432 
214,968 
Equity issued to ETE, net of issuance costs
60,944 
0 
Proceeds from issuance of common units, net of offering costs
0 
213,139 
Distributions to Parent
(50,000)
(204,182)
Other cash from financing activities, net
4,453 
(14)
Distributions to unitholders
(285,895)
(64,798)
Net cash provided by financing activities
2,473,991 
1,743,910 
Net increase (decrease) in cash
7,938 
(78,957)
Cash and cash equivalents at beginning of period
72,627 
136,581 
Cash and cash equivalents at end of period
$ 80,565 
$ 57,624 
Organization and Principles of Consolidation
Organization and Principles of Consolidation
Organization and Principles of Consolidation
The Partnership was formed in June 2012 by Susser Holdings Corporation (“Susser”) and its wholly owned subsidiary, Sunoco GP LLC (formerly known as Susser Petroleum Partners GP LLC), our general partner (“General Partner”). On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests.
On April 27, 2014, Susser entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP acquired the outstanding common shares of Susser (the “ETP Merger”). The ETP Merger was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights (“IDRs”) in the Partnership, which have subsequently been distributed to Energy Transfer Equity, L.P. (“ETE”). Additionally, ETP directly and indirectly acquired approximately 11.0 million common and subordinated units in the Partnership (representing approximately 50.1% of the then outstanding units). Unvested phantom units that were outstanding on April 27, 2014 vested upon completion of the ETP Merger. See Note 15 for further information.
Effective October 27, 2014, the Partnership changed its name from Susser Petroleum Partners LP (NYSE: SUSP) to Sunoco LP (“SUN”, NYSE: SUN). This change aligned the Partnership's legal and marketing name with that of ETP's iconic brand, Sunoco. As used in this document, the terms “Partnership”, “SUN”, “we”, “us”, or “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, our majority-owned subsidiaries, and variable interest entities (“VIE”s) in which we were the primary beneficiary (through December 23, 2015). We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We are also an operator of convenience retail stores across more than 20 states, primarily in Texas, Pennsylvania, New York, Virginia, Florida, and Hawaii.
On October 1, 2014, we acquired 100% of the membership interest of Mid-Atlantic Convenience Stores, LLC (“MACS”). On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco, LLC (“Sunoco LLC”). On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser. Finally, on March 31, 2016 (effective January 1, 2016), we acquired the remaining 68.42% membership interest and 49.9% voting interest in Sunoco LLC as well as 100% of the membership interest in Sunoco Retail LLC (“Sunoco Retail”).
Results of operations for the MACS, Sunoco LLC, Susser, and Sunoco Retail acquisitions, deemed transactions between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the date of common control.
We operate our business as two segments, which are primarily engaged in wholesale fuel distribution and retail fuel and merchandise sales, respectively. Our primary operations are conducted by the following consolidated subsidiaries:
Wholesale Subsidiaries
•
Susser Petroleum Operating Company LLC (“SPOC”), a Delaware limited liability company, distributes motor fuel to Stripes’ retail locations, consignment locations, as well as third party customers in Louisiana, New Mexico, Oklahoma and Texas.
•
Sunoco Energy Services LLC, a Texas limited liability company, distributes motor fuels, propane and lubricating oils, primarily in Texas, Oklahoma, New Mexico and Kansas.
•
Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuels in more than 26 states throughout the East Coast, Midwest and Southeast regions of the United States.
•
Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel, primarily in Georgia, Maryland, New York, Tennessee, and Virginia.
•
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
Retail Subsidiaries
•
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
•
Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes-branded convenience stores and transports motor fuel under GoPetro Transport LLC.
•
Sunoco Retail, a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida.
•
MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, primarily in Virginia, Maryland, and Tennessee.
•
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands.

All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no impact on gross margin, income from operations, net income and comprehensive income, or the balance sheets or statements of cash flows.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 25, 2016 and on our Form 8-K filed on July 15, 2016.
Significant Accounting Policies
As of September 30, 2016, there were no changes in significant accounting policies from those described in the December 31, 2015 audited consolidated financial statements.
Motor Fuel and Sales Taxes
Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $306.8 million and $303.7 million for the three months ended September 30, 2016 and 2015 and $888.3 million and $878.0 million for the nine months ended September 30, 2016 and 2015, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Recently Issued Accounting Pronouncements
FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 “Leases (Topic 842)” which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures.
FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “Statement of Cash Flows (Topic 230)” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures.
Acquisitions
Acquisitions
Acquisitions
Sunoco LLC and Sunoco Retail LLC Acquisitions
On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco LLC from ETP Retail Holdings, LLC (“ETP Retail”), an indirect wholly-owned subsidiary of ETP, for total consideration of approximately $775.0 million in cash (the “Sunoco Cash Consideration”) and $40.8 million in common units representing limited partner interests of the Partnership, based on the five day volume weighted average price of the Partnership’s common units as of March 20, 2015. The Sunoco Cash Consideration was financed through issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance”), of 6.375% Senior Notes due 2023 on April 1, 2015. The common units issued to ETP Retail were issued and sold in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the Sunoco LLC Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail.
On November 15, 2015, we entered into a Contribution Agreement (the “ETP Dropdown Contribution Agreement”) with Sunoco LLC, Sunoco, Inc., ETP Retail, our General Partner and ETP. Pursuant to the terms of the ETP Dropdown Contribution Agreement, we agreed to acquire from ETP Retail, effective January 1, 2016, (a) 100% of the issued and outstanding membership interests of Sunoco Retail, an entity that was formed by Sunoco, Inc. (R&M), an indirect wholly owned subsidiary of Sunoco, Inc., prior to the closing of the ETP Dropdown Contribution Agreement, and (b) 68.42% of the issued and outstanding membership interests of Sunoco LLC (the “ETP Dropdown”). Pursuant to the terms of the ETP Dropdown Contribution Agreement, ETP agreed to guarantee all of the obligations of ETP Retail.
Immediately prior to the closing of the ETP Dropdown, Sunoco Retail owned all of the retail assets previously owned by Sunoco, Inc. (R&M), the ethanol plant located in Fulton, NY, 100% of the issued and outstanding membership interests in Sunmarks, LLC, and all the retail assets previously owned by Atlantic Refining & Marketing Corp., a wholly owned subsidiary of Sunoco, Inc.
Subject to the terms and conditions of the ETP Dropdown Contribution Agreement, at the closing of the ETP Dropdown, we paid to ETP Retail approximately $2.2 billion in cash on March 31, 2016, which included working capital adjustments, and issued to ETP Retail 5,710,922 common units representing limited partner interests in the Partnership (the “ETP Dropdown Unit Consideration”). The ETP Dropdown was funded with borrowings under a term loan agreement. The ETP Dropdown Unit Consideration was issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act.
The acquisitions of Sunoco LLC and Sunoco Retail were accounted for as transactions between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values with no goodwill created. The Partnership’s results of operations include Sunoco LLC’s and Sunoco Retail’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Sunoco LLC and Sunoco Retail from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.4 billion of Sunoco LLC revenues and $24.5 million of net income for the three months ended March 31, 2015, as well as $1.1 billion of Sunoco Retail revenues and $5.7 million of net income for the nine months ended September 30, 2015. The equity of Sunoco LLC and Sunoco Retail prior to the respective acquisitions is presented as predecessor equity in our consolidated financial statements.
The following table summarizes the final recording of assets and liabilities at their respective carrying values (in thousands):
 
 
Sunoco LLC
 
Sunoco Retail
 
Total
Current assets
 
$
1,107,007

 
$
328,928

 
$
1,435,935

Property and equipment
 
384,100

 
709,793

 
1,093,893

Goodwill
 
—

 
1,289,398

 
1,289,398

Intangible assets
 
182,477

 
293,928

 
476,405

Other noncurrent assets
 
2,238

 
—

 
2,238

Current liabilities
 
(641,400
)
 
(146,368
)
 
(787,768
)
Other noncurrent liabilities
 
(7,293
)
 
(339,536
)
 
(346,829
)
Net assets
 
$
1,027,129

 
$
2,136,143

 
$
3,163,272

Net deemed contribution
 
 
 
 
 
(188,272
)
Cash acquired
 
 
 
 
 
(24,276
)
Total cash consideration, net of cash acquired (1)
 
 
 
 
 
$
2,950,724

________________________________
(1)
Total cash consideration, net of cash acquired, includes $775.0 million paid on April 1, 2015 and $2.2 billion paid on March 31, 2016.
 Susser Acquisition
On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP (“HHI”), and ETP Holdco Corporation, a wholly owned subsidiary of ETP (“ETP Holdco” and together with HHI, the “Contributors”), for total consideration of approximately $966.9 million in cash (the “Susser Cash Consideration”), subject to certain post-closing working capital adjustments, and issued to the Contributors 21,978,980 Class B Units representing limited partner interests of the Partnership (“Class B Units”) (the “Susser Acquisition”). The Class B Units were identical to the common units in all respects, except such Class B Units were not entitled to distributions payable with respect to the second quarter of 2015. The Class B Units converted, on a one-for-one basis, into common units on August 19, 2015.
Pursuant to the terms of the Contribution Agreement dated as of July 14, 2015 among Susser, HHI, ETP Holdco, our General Partner, and ETP (the “Susser Contribution Agreement”), (i) Susser caused its wholly owned subsidiary to exchange its 79,308 common units for 79,308 Class A Units representing limited partner interests in the Partnership (“Class A Units”) and (ii) the 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A Units. The Class A Units were entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) did not share in distributions of cash to the extent such cash was derived from or attributable to any distribution received by the Partnership from PropCo, the Partnership’s indirect wholly owned subsidiary, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) were subordinated to the common units during the subordination period for the subordinated units and were not entitled to receive any distributions until holders of the common units had received the minimum quarterly distribution plus any arrearages in payment of the minimum quarterly distribution from prior quarters.
In addition, the Partnership issued 79,308 common units and 10,939,436 subordinated units to the Contributors (together with the Class B Units, the “Susser Unit Consideration”) to restore the economic benefit of common units and subordinated units held by wholly owned subsidiaries of Susser that were exchanged or converted, as applicable, into Class A Units. The Susser Unit Consideration was issued and sold to the Contributors in private transactions exempt from registration under Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Susser Contribution Agreement, ETP guaranteed all then existing obligations of the Contributors.
The Susser Acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no additional goodwill created. The Partnership’s results of operations include Susser’s results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of Susser from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its Consolidated Statement of Operations and Comprehensive Income to include $2.6 billion of Susser revenues and $18.1 million of net income for the period from January 1, 2015 to July 31, 2015.
The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in thousands):
 
 
August 31, 2014
Current assets
 
$
217,244

Property and equipment
 
983,900

Goodwill
 
976,631

Intangible assets
 
541,054

Other noncurrent assets
 
38,216

Current liabilities
 
(246,009
)
Other noncurrent liabilities
 
(842,310
)
Net assets
 
1,668,726

Net deemed contribution
 
(701,871
)
Cash acquired
 
(63,801
)
Total cash consideration, net of cash acquired
 
$
903,054


Emerge Fuels Business Acquisition
On August 31, 2016, we acquired the fuels business (the "Fuels Business") from Emerge Energy Services LP (NYSE: EMES) ("Emerge") for $171.5 million, inclusive of working capital and other adjustments, which was funded using amounts available under our revolving credit facility. The Fuels Business includes two transmix processing plants with attached refined product terminals located in the Birmingham, Alabama and greater Dallas, Texas metro areas and engages in the processing of transmix and the distribution of refined fuels. Combined, the plants can process over 10,000 barrels per day of transmix, and the associated terminals have over 800,000 barrels of storage capacity.
Management, with the assistance of a third party valuation firm, determined the preliminary assessment of fair value of assets and liabilities at the date of the Fuels Business acquisition. We determined the preliminary value of goodwill by giving consideration to the following qualitative factors:
•
synergies created through increased fuel purchasing advantages and integration with our existing wholesale business;
•
strategic advantages of owning transmix processing plants and increasing our terminal capacity; and
•
competitors processing transmix in the geographic region.
Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future.
The following table summarizes the preliminary recording of assets and liabilities at their respective carrying values as of the date presented (in thousands):
 
 
August 31, 2016
Current assets
 
$
26,347

Property and equipment
 
60,044

Goodwill
 
78,278

Intangible assets
 
22,678

Other noncurrent assets
 
41

Current liabilities
 
(15,875
)
Net assets
 
171,513

Cash acquired
 
(172
)
Total cash consideration, net of cash acquired
 
$
171,341


The Fuels Business acquisition was treated as an asset purchase transaction for tax purposes. As such, any goodwill will be deductible for tax purposes.
Other Acquisitions
On June 22, 2016, we acquired 14 convenience stores and the wholesale fuel business in the Austin, Houston, and Waco, Texas markets from Kolkhorst Petroleum Inc. for $37.9 million plus the value of inventory on hand at closing. As part of the acquisition, we acquired 5 fee properties and 9 leased properties, all of which are company operated. The Kolkhorst acquisition also included supply contracts with dealer-owned and operated sites. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $8.7 million.
On June 22, 2016, we acquired 18 convenience stores serving the upstate New York market from Valentine Stores, Inc. (“Valentine”) for $76.2 million plus the value of inventory on hand at closing. As part of the Valentine acquisition, we acquired 19 fee properties, of which 18 are company operated stores and one is a standalone Tim Hortons, one leased Tim Hortons property and three raw tracts of land in fee for future store development. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $35.2 million.
On December 16, 2015, we acquired a wholesale motor fuel distribution business serving the Northeastern United States from Alta East, Inc. (“Alta East”) for approximately $57.1 million plus the value of inventory on hand at closing (the “Alta East Acquisition”). As part of the Alta East Acquisition, we acquired 24 fee and 6 leased properties operated by third party dealers or commission agents, and two non-operating surplus locations in fee. The Alta East Acquisition also included supply contracts with the dealer-owned and operated sites. The Alta East Acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values at the purchase date. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The acquisition preliminarily increased goodwill by $14.6 million.
On August 10, 2015, we acquired 27 convenience stores in the Upper Rio Grande Valley from Aziz Convenience Stores, L.L.C. (“Aziz”) for $41.6 million. Management allocated the total purchase consideration to assets acquired based on their respective fair values at the purchase date. The acquisition increased goodwill by $4.3 million.
Additional acquisitions by the Partnership during 2015 totaled $24.6 million in consideration paid and preliminarily increased goodwill by $10.1 million. Management is reviewing the valuations and confirming the results to determine the final purchase price allocations. As a result, material adjustments to these preliminary allocations may occur in the future.
Accounts Receivable, net
Accounts Receivable, net
Accounts Receivable, net
Accounts receivable, net, consisted of the following (in thousands):
 
 
September 30,
2016
 
December 31,
2015
Accounts receivable, trade
 
$
257,714

 
$
160,783

Credit card receivables
 
82,153

 
98,484

Vendor receivables for rebates, branding, and other
 
17,423

 
14,561

Other receivables
 
30,802

 
38,381

Allowance for doubtful accounts
 
(2,595
)
 
(3,924
)
Accounts receivable, net
 
$
385,497

 
$
308,285

Inventories, net
Inventories, net
Inventories, net 
Due to changes in fuel prices, we recorded a write-down on the value of fuel inventory of $98.3 million at December 31, 2015.
Inventories consisted of the following (in thousands):
 
September 30,
2016
 
December 31,
2015
Fuel-retail
$
49,712

 
$
42,779

Fuel-wholesale
289,777

 
283,021

Fuel-consignment
4,024

 
3,801

Merchandise
125,010

 
116,694

Equipment and maintenance spare parts
11,502

 
13,162

Corn
5,283

 
4,788

Other
3,472

 
3,046

Inventories, net
$
488,780

 
$
467,291

Property and Equipment, net
Property and Equipment, net
Property and Equipment, net
Property and equipment, net consisted of the following (in thousands):
 
September 30,
2016
 
December 31,
2015
Land
$
1,053,852

 
$
1,032,017

Buildings and leasehold improvements
1,256,497

 
1,150,701

Equipment
1,309,587

 
1,214,328

Construction in progress
217,543

 
97,412

Total property and equipment
3,837,479

 
3,494,458

Less: accumulated depreciation
514,761

 
339,632

Property and equipment, net
$
3,322,718

 
$
3,154,826

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test is performed as of the first day of the fourth quarter of the fiscal year. At September 30, 2016 and December 31, 2015, we had $3.2 billion and $3.1 billion, respectively, of goodwill recorded in conjunction with past business combinations. The 2015 impairment analysis indicated no impairment in goodwill. During 2016, we continued our evaluation of the Emerge, Kolkhorst, Valentine, and Alta East acquisitions' purchase accounting analysis with the assistance of a third party valuation firm.
As of September 30, 2016, we evaluated potential impairment indicators. We believe no impairment events occurred during the third quarter of 2016, and we believe the assumptions used in the analysis performed in 2015 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the period from January 1, 2016 through September 30, 2016.
The Partnership has indefinite-lived intangible assets recorded that are not amortized. These indefinite-lived assets consist of tradenames, contractual rights, and liquor licenses. Tradenames and liquor licenses relate to our retail segment while contractual rights relate to our wholesale segment.
The Partnership has finite-lived intangible assets recorded that are amortized. The finite-lived assets consist of supply agreements, customer relations, favorable leasehold arrangements, non-competes, and loan origination costs, all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership's future cash flows. Customer relations and supply agreements have a remaining weighted-average life of approximately 9 years. Favorable leasehold arrangements have a remaining weighted-average life of approximately 11 years. Non-competition agreements and other intangible assets have a remaining weighted-average life of approximately 7 years. Loan origination costs have a remaining weighted-average life of approximately 3 years.
Prior to December 31, 2014, our Stripes and Laredo Taco Company tradenames were amortized over 30 years. As of January 1, 2015, management deemed the Stripes and Laredo Taco Company tradenames to be indefinite-lived assets and ceased amortization. 
We evaluate the estimated benefit periods and recoverability of other intangible assets when facts and circumstances indicate that the lives may not be appropriate and/or the carrying values of the assets may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds estimated fair value.
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following (in thousands):
 
September 30, 2016
 
December 31, 2015
 
Gross Carrying
Amount
 
Accumulated Amortization
 
Net Book Value
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Book Value
Indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
Tradenames
$
784,058

 
$
6,508

 
$
777,550

 
$
784,058

 
$
6,508

 
$
777,550

Contractual rights
42,182

 
—

 
42,182

 
33,850

 
—

 
33,850

Liquor licenses
16,000

 
—

 
16,000

 
16,000

 
—

 
16,000

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
619,698

 
190,350

 
429,348

 
551,033

 
150,101

 
400,932

Favorable leasehold arrangements
21,826

 
5,213

 
16,613

 
22,863

 
1,188

 
21,675

Loan origination costs
9,769

 
3,671

 
6,098

 
9,358

 
2,172

 
7,186

Other intangibles
5,099

 
2,126

 
2,973

 
3,675

 
1,428

 
2,247

Intangible assets, net
$
1,498,632

 
$
207,868

 
$
1,290,764

 
$
1,420,837

 
$
161,397

 
$
1,259,440

Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities
Current accrued expenses and other current liabilities consisted of the following (in thousands):
 
September 30,
2016
 
December 31,
2015
Wage and other employee-related accrued expenses
$
36,319

 
$
26,019

Franchise agreement termination accrual
1,769

 
4,399

Accrued tax expense
93,962

 
102,473

Accrued insurance
20,586

 
32,716

Accrued environmental
6,519

 
7,600

Accrued interest expense
56,239

 
28,494

Deposits and other
105,955

 
106,238

Total
$
321,349

 
$
307,939

Long-Term Debt
Long-Term Debt
Long-Term Debt 
Long-term debt consisted of the following (in thousands):
 
September 30,
2016
 
December 31,
2015
Term Loan
$
1,243,000

 
$
—

Sale leaseback financing obligation
118,604

 
121,992

2014 Revolver
958,236

 
450,000

6.375% Senior Notes Due 2023
800,000

 
800,000

5.500% Senior Notes Due 2020
600,000

 
600,000

6.250% Senior Notes Due 2021
800,000

 
—

Capital lease obligation and notes payable
702

 
3,975

Total debt
4,520,542

 
1,975,967

Less: current maturities
5,010

 
5,084

Less: debt issuance costs
42,102

 
18,352

Long-term debt, net of current maturities
$
4,473,430

 
$
1,952,531



Term Loan
On March 31, 2016, we entered into a term loan agreement (the “Term Loan”) to finance a portion of the costs associated with the ETP Dropdown. The Term Loan provides secured financing in an aggregate principal amount of up to $2.035 billion, which we borrowed in full. The Partnership used the proceeds to fund a portion of the ETP Dropdown and to pay fees and expenses incurred in connection with the ETP Dropdown and Term Loan.
Obligations under the Term Loan are secured equally and ratably with the 2014 Revolver (as defined below) by substantially all tangible and intangible assets of the Partnership and certain of our subsidiaries, subject to certain exceptions and permitted liens. Obligations under the Term Loan are guaranteed by certain of the Partnership’s subsidiaries. In addition, ETP Retail provided a limited contingent guaranty of collection with respect to the payment of the principal amount of the Term Loan. The maturity date of the Term Loan is October 1, 2019. The Partnership is not required to make any amortization payments with respect to the loans under the Term Loan. Amounts borrowed under the Term Loan bear interest at either LIBOR or base rate plus an applicable margin based on the election of the Partnership for each interest period. Until the Partnership first receives an investment grade rating, the applicable margin for LIBOR rate loans ranges from 1.500% to 2.500% and the applicable margin for base rate loans ranges from 0.500% to 1.500%, in each case based on the Partnership’s leverage ratio.
The Partnership may voluntarily prepay borrowings under the Term Loan at any time without premium or penalty, subject to any applicable breakage costs for loans bearing interest at LIBOR. Under certain circumstances, the Partnership is required to repay borrowings under the Term Loan in connection with the issuance by the Partnership of certain types of indebtedness for borrowed money. The Term Loan also includes certain (i) representations and warranties, (ii) affirmative covenants, including delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, payment of material taxes and other claims, maintenance of properties and insurance, access to properties and records for inspection by administrative agent and lenders, further assurances and provision of additional guarantees and collateral, (iii) negative covenants, including restrictions on the Partnership and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make loans, advances or investments, pay dividends, sell or otherwise transfer assets or enter into transactions with shareholders or affiliates, and (iv) events of default, in each case substantially similar to the representations and warranties, affirmative and negative covenants and events of default in the Partnership’s existing revolving credit facility.
The Term Loan also requires the maintenance of a maximum funded debt to EBITDA ratio (i) as of the last day of each fiscal quarter through March 31, 2017, of 6.25 to 1.0 at any time with respect to the Partnership and (ii) as of the last day of each fiscal quarter thereafter, of 5.5 to 1.0 at any time with respect to the Partnership (subject to increases to 6.0 to 1.0 in connection with certain future specified acquisitions). During the continuance of an event of default, the lenders under the Term Loan may take a number of actions, including declaring the entire amount then outstanding under the Term Loan due and payable.
6.250% Senior Notes Due 2021
On April 7, 2016, we and certain of our wholly owned subsidiaries, including SUN Finance (together with the Partnership, the “2021 Issuers”), completed a private offering of $800.0 million 6.250% senior notes due 2021 (the “2021 Senior Notes”). The terms of the 2021 Senior Notes are governed by an indenture dated April 7, 2016, among the 2021 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2021 Guarantors”) and U.S. Bank National Association, as trustee. The 2021 Senior Notes will mature on April 15, 2021 and interest is payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2016. The 2021 Senior Notes are senior obligations of the 2021 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries and certain of its future subsidiaries. The 2021 Senior Notes and guarantees are unsecured and rank equally with all of the 2021 Issuers’ and each 2021 Guarantor’s existing and future senior obligations. The 2021 Senior Notes are senior in right of payment to any of the 2021 Issuers’ and each 2021 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2021 Senior Notes and guarantees. The 2021 Senior Notes and guarantees are effectively subordinated to the 2021 Issuers’ and each 2021 Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2021 Senior Notes. ETP Retail provided a guarantee of collection to the 2021 Issuers with respect to the payment of the principal amount of the 2021 Senior Notes. ETP Retail is not subject to any of the covenants under the 2021 Indenture.
Net proceeds of approximately $789.4 million were used to repay a portion of the borrowings outstanding under our Term Loan.
In connection with the issuance of the 2021 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2021 Senior Notes for an issue of registered notes with terms substantially identical to the 2021 Senior Notes on or before April 7, 2017. The exchange offer was completed on October 4, 2016.
5.500% Senior Notes Due 2020
On July 20, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2020 Issuers”), completed a private offering of $600.0 million 5.500% senior notes due 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes are governed by an indenture dated July 20, 2015, among the 2020 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2020 Guarantors”) and U.S. Bank National Association, as trustee (the “2020 Trustee”). The 2020 Senior Notes will mature on August 1, 2020 and interest is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2016. The 2020 Senior Notes are senior obligations of the 2020 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2020 Senior Notes and guarantees are unsecured and rank equally with all of the 2020 Issuers’ and each 2020 Guarantor’s existing and future senior obligations. The 2020 Senior Notes are senior in right of payment to any of the 2020 Issuers’ and each 2020 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2020 Senior Notes and guarantees. The 2020 Senior Notes and guarantees are effectively subordinated to the 2020 Issuers’ and each 2020 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2020 Senior Notes.
Net proceeds of approximately $592.5 million were used to fund a portion of the Susser Cash Consideration.
In connection with our issuance of the 2020 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2020 Senior Notes for an issue of registered notes with terms substantially identical to the 2020 Senior Notes on or before July 20, 2016. The exchange offer was completed on October 4, 2016 and we paid the holders of the 2020 Senior Notes an aggregate of $0.3 million in liquidated damages in the form of additional interest as a result of the delayed registration.
6.375% Senior Notes Due 2023
On April 1, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2023 Issuers”), completed a private offering of $800.0 million 6.375% senior notes due 2023 (the “2023 Senior Notes”). The terms of the 2023 Senior Notes are governed by an indenture dated April 1, 2015, among the 2023 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2023 Guarantors”) and U.S. Bank National Association, as trustee (the “2023 Trustee”). The 2023 Senior Notes will mature on April 1, 2023 and interest is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2015. The 2023 Senior Notes are senior obligations of the 2023 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2023 Senior Notes and guarantees are unsecured and rank equally with all of the 2023 Issuers’ and each 2023 Guarantor’s existing and future senior obligations. The 2023 Senior Notes are senior in right of payment to any of the 2023 Issuers’ and each 2023 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2023 Senior Notes and guarantees. The 2023 Senior Notes and guarantees are effectively subordinated to the 2023 Issuers’ and each 2023 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2023 Senior Notes. ETP Retail provided a guarantee of collection to the 2023 Issuers with respect to the payment of the principal amount of the 2023 Senior Notes. ETP Retail is not subject to any of the covenants under the 2023 Indenture.
Net proceeds of approximately $786.5 million were used to fund Sunoco Cash Consideration and to repay borrowings under our 2014 Revolver (as defined below). 
In connection with our issuance of the 2023 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2023 Senior Notes for an issue of registered notes with terms substantially identical to the 2023 Senior Notes on or before April 1, 2016. The exchange offer was completed on October 4, 2016 and we paid the holders of the 2023 Senior Notes an aggregate of $1.6 million in liquidated damages in the form of additional interest as a result of the delayed registration.
Revolving Credit Agreement
On September 25, 2014, we entered into a new $1.25 billion revolving credit facility (the “2014 Revolver”) with a syndicate of banks expiring September 25, 2019 (which date may be extended in accordance with the terms of the 2014 Revolver). The 2014 Revolver includes an accordion feature providing flexibility to increase the facility by an additional $250 million, subject to certain conditions. Borrowings under the 2014 Revolver were used to repay and cancel the $400 million revolving credit facility (the “2012 Revolver”) entered into in connection with the IPO.
Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (i) the Federal Funds Rate (as defined therein) plus 0.50%, (ii) Bank of America’s prime rate or (iii) one-month LIBOR (as defined therein) plus 1.00%) or LIBOR, in each case plus an applicable margin ranging from 1.50% to 2.50%, in the case of a LIBOR loan, or from 0.50% to 1.50%, in the case of a base rate loan (determined with reference to the Partnership’s Leverage Ratio (as defined therein)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease to a range of 1.125% to 2.0%, in the case of a LIBOR loan, or from 0.125% to 1.00%, in the case of a base rate loan (determined with reference to the credit rating for the Partnership’s senior, unsecured, non-credit enhanced long-term debt). Interest is payable quarterly if the base rate applies, at the end of the applicable interest period if LIBOR applies and at the end of the month if daily floating LIBOR applies. In addition, the unused portion of the 2014 Revolver is subject to a commitment fee ranging from 0.250% to 0.350%, based on the Partnership’s Leverage Ratio (as defined therein). Upon the first achievement by the Partnership of an investment grade credit rating, the commitment fee will decrease to a range of 0.125% to 0.275%, based on the Partnership’s credit rating as described above.
The 2014 Revolver requires the Partnership to maintain a Leverage Ratio of not more than 5.50 to 1.00. The maximum Leverage Ratio is subject to upwards adjustment of not more than 6.00 to 1.00 for a period not to exceed three fiscal quarters in the event the Partnership engages in an acquisition of assets, equity interests (as defined therein), operating lines or divisions by the Partnership, a subsidiary (as defined therein), an unrestricted subsidiary (as defined therein) or a joint venture for a purchase price of not less than $50 million. Effective April 8, 2015, in connection with the Sunoco LLC acquisition, we entered into a Specified Acquisition Period (as defined in the 2014 Revolver) in which our leverage ratio compliance requirements were adjusted upward. Such Specified Acquisition Period ended on August 19, 2015, and concurrently in connection with the Susser acquisition, we entered into a new Specified Acquisition Period. On December 2, 2015, in connection with the consummation of the transactions contemplated by the ETP Dropdown Contribution Agreement, we entered into an amendment to the 2014 Revolver to temporarily increase the maximum leverage ratio to 6.25 to 1.00 for the period beginning upon the closing of the ETP Dropdown through the fourth quarterly testing date following the closing of the ETP Dropdown (the “Post Dropdown Period”).
Indebtedness under the 2014 Revolver is secured by a security interest in, among other things, all of the Partnership’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by the Partnership of an investment grade credit rating, all security interests securing the 2014 Revolver will be released.
On April 10, 2015, the Partnership entered into the First Amendment to Credit Agreement and Increase Agreement (the “First Amendment”) with the lenders party thereto and Bank of America, N.A. in its capacity as administrative agent and collateral agent, pursuant to which the lenders thereto severally agreed to (i) provide $250 million in aggregate incremental commitments under the 2014 Revolver and (ii) make certain amendments to the 2014 Revolver as described in the First Amendment. After giving effect to the First Amendment, the 2014 Revolver permits the Partnership to borrow up to $1.5 billion on a revolving credit basis.
On December 2, 2015, the Partnership entered into the Second Amendment to the Credit Agreement (the “Second Amendment”) with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent pursuant to which the lenders thereto generally agreed to, among other matters, (i) permit the incurrence of a term loan credit facility in connection with the consummation of the ETP Dropdown, (ii) permit such term loan credit facility to be secured on a pari passu basis with the indebtedness incurred under the Credit Agreement (as amended by the Amendment) pursuant to a collateral trust arrangement whereby a financial institution agrees to act as common collateral agent for all pari passu indebtedness and (iii)  temporarily increase the maximum leverage ratio permitted under the 2014 Revolver (as amended by the Second Amendment) in connection with the consummation of the ETP Dropdown.
On August 1, 2016, the Partnership entered into the Third Amendment to the Credit Agreement (the “Third Amendment”) with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent to, among other matters, conform certain terms of the Credit Agreement to certain terms of the Partnership’s term loan credit facility dated as of March 31, 2016.
As of September 30, 2016, the balance on the 2014 Revolver was $958.2 million, and $23.6 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at September 30, 2016 was $518.2 million. The Partnership was in compliance with all financial covenants at September 30, 2016.
Sale Leaseback Financing Obligation
On April 4, 2013, MACS completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As MACS did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125%. The obligation related to this transaction is included in long-term debt and the balance outstanding as of September 30, 2016 was $118.6 million.
Other Debt
On July 8, 2010, we entered into a mortgage note for an aggregate initial borrowing amount of $1.2 million. Pursuant to the terms of the mortgage note, we make monthly installment payments that are comprised of principal and interest through the maturity date of July 1, 2016. The balance outstanding at September 30, 2016 and December 31, 2015 was zero and $1.0 million, respectively. The mortgage note bears interest at a fixed rate of 6.0%. The mortgage note is secured by a first priority security interest in a property owned by the Partnership.
In September 2013, we assumed a $3.0 million term loan as part of the acquisition of Gainesville Fuel, Inc. (now Sunoco Energy Services LLC). The balance outstanding at September 30, 2016 and December 31, 2015 was zero and $2.5 million, respectively. The term loan bears interest at a fixed rate of 4.0%.
Fair Value Measurements
Fair Value Measurements
Fair Value Measurements
 We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs is used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.
ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
Level 3
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of September 30, 2016, is estimated to be approximately $4.6 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities.
Commitments And Contingencies
Commitments and Contingencies
Commitments and Contingencies
Leases
The Partnership leases certain convenience store and other properties under non-cancellable operating leases whose initial terms are typically 5 to 15 years, with some having a term of 40 years or more, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. In addition, certain leases require additional contingent payments based on sales or motor fuel volumes. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are either sublet to third parties or used for our convenience store operations.
Net rent expense consisted of the following (in thousands):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Cash rent:
 
 
 
 
 
 
 
Store base rent (1) (2)
$
30,682

 
$
30,871

 
$
87,713

 
$
91,088

Equipment and other rent (3)
4,565

 
5,024

 
15,478

 
14,686

Total cash rent
35,247

 
35,895

 
103,191

 
105,774

Non-cash rent:
 
 
 
 
 
 
 
Straight-line rent
984

 
805

 
2,136

 
548

Amortization of deferred gain
—

 
(253
)
 
—

 
(758
)
Net rent expense
$
36,231

 
$
36,447

 
$
105,327

 
$
105,564

________________________________
(1)
Store base rent includes sublease rental income totaling $6.2 million and $6.6 million for the three months ended September 30, 2016 and 2015, respectively and $17.9 million and $20.5 million for the nine months ended September 30, 2016 and 2015, respectively.
(2)
Store base rent includes contingent rent expense totaling $7.9 million and $9.0 million for the three months ended September 30, 2016 and 2015, respectively, and $17.1 million and $19.0 million for the nine months ended September 30, 2016 and 2015, respectively.
(3)
Equipment and other rent consists primarily of store equipment and vehicles.
Interest Expense, net
Interest Expense, net
Interest Expense, net
Interest expense, net consisted of the following (in thousands):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Interest expense (1)
$
53,775

 
$
27,918

 
$
131,905

 
$
57,501

Amortization of deferred financing fees
3,608

 
1,089

 
7,608

 
2,291

Interest income
(3,094
)
 
(490
)
 
(6,948
)
 
(2,100
)
Interest expense, net
$
54,289

 
$
28,517

 
$
132,565

 
$
57,692

________________________________
(1)
Interest expense related to the VIEs was approximately $2.3 million and $7.0 million for the three and nine months ended September 30, 2015, respectively.
Income Tax Expense
Income Tax Expense
Income Tax Expense
 As a partnership, we are generally not subject to federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes.
Our effective tax rate differs from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. A reconciliation of income tax expense at the U.S. federal statutory rate to net income tax expense is as follow (in thousands):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Tax at statutory federal rate
$
17,452

 
$
22,692

 
$
65,656

 
$
78,632

Partnership earnings not subject to tax
(20,784
)
 
(8,688
)
 
(76,648
)
 
(47,422
)
State and local tax, net of federal benefit
576

 
14,395

 
12,772

 
14,818

Other
8,066

 
1,725

 
7,110

 
1,085

Net income tax expense
$
5,310

 
$
30,124

 
$
8,890

 
$
47,113

Partners' Capital
Partners' Capital
Partners' Capital
 As of September 30, 2016, ETE and ETP or their subsidiaries owned 45,750,826 common units, which constitute 40.9% of the limited partner ownership interest in us. As of September 30, 2016, our fully consolidating subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”) and the public owned 49,588,960 common units.
Common Units
In connection with the closing of the Partnership’s previously announced sale (the “PIPE Transaction”) of 2,263,158 common units in a private placement to ETE, the Partnership entered into a registration rights agreement, dated as of March 31, 2016 (the “Registration Rights Agreement”), with ETE. Pursuant to the Registration Rights Agreement, the Partnership is required to file a shelf registration statement to register the common units, upon the request of the holders of a majority of the then-outstanding common units. The Partnership shall use its reasonable best efforts to file the registration statement within 45 days of any such request and cause it to be effective as soon as reasonably practicable thereafter, subject to certain exceptions. ETE owns the general partner interests and incentive distribution rights in the Partnership.
Activity of our common units for the nine months ended September 30, 2016 is as follows: 
 
Number of Units
Number of common units at December 31, 2015
87,365,706
Common units issued in connection with acquisitions
5,710,922
Common units issued in connection with the PIPE Transaction
2,263,158
Number of common units at September 30, 2016
95,339,786

Allocations of Net Income
Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to ETE.
 
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Attributable to Common Units
 
 
 
 
 
 
 
Distributions (1)
$
78,889

 
$
39,039

 
$
235,514

 
$
76,172

Distributions in excess of income
(55,640
)
 
(24,035
)
 
(119,888
)
 
(44,349
)
Limited partners' interest in net income
$
23,249

 
$
15,004

 
$
115,626

 
$
31,823

 
 
 
 
 
 
 
 
Attributable to Subordinated Units
 
 
 
 
 
 
 
Distributions (1)
$
—

 
$
8,154

 
$
—

 
$
22,796

Distributions in excess of income
—

 
(4,404
)
 
—

 
(11,564
)
Limited partners' interest in net income
$
—

 
$
3,750

 
$
—

 
$
11,232

 
 
 
 
 
 
 
 
(1) Distributions declared per unit to unitholders as of record date
$
0.8255

 
$
0.7454

 
$
2.4683

 
$
2.0838


 Class C Units
On January 1, 2016, the Partnership issued an aggregate of 16,410,780 Class C Units consisting of (i) 5,242,113 Class C Units that were issued by the Partnership to Aloha as consideration for the contribution by Aloha to an indirect wholly owned subsidiary of the Partnership of all of Aloha’s assets relating to the wholesale supply of fuel and lubricants, and (ii) 11,168,667 Class C Units that were issued by the Partnership to indirect wholly owned subsidiaries of the Partnership in exchange for all of the outstanding Class A Units held by such subsidiaries. The Class C Units were valued at $38.5856 per Class C Unit (the “Class C Unit Issue Price”), based on the volume-weighted average price of the Partnership’s Common Units for the five-day trading period ending on December 31, 2015. The Class C Units were issued in private transactions exempt from registration under section 4(a)(2) of the Securities Act.
Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries), at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding, (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries (“PropCo Items”), (v) will be allocated gross income (other than from PropCo Items) in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1% of certain allocations of net termination gain (other than from PropCo Items).
Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the nine months ended September 30, 2016, Class C distributions declared totaled $42.7 million.
Incentive Distribution Rights
The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our IDRs based on the specified target distribution levels, after the payment of distributions to Class C unitholders. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount.” The percentage interests shown for our common unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. Effective August 21, 2015, ETE exchanged 21.0 million ETP common units, owned by ETE, the owner of ETP’s general partner interest, for 100% of the general partner interest and all of our IDRs. ETP had previously owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser.
 
 
 
Marginal percentage interest
in distributions
 
Total quarterly distribution per common unit
target amount
 
Common unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

First Target Distribution
Above $0.4375 up to $0.503125
 
100
%
 
—

Second Target Distribution
Above $0.503125 up to $0.546875
 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250
 
75
%
 
25
%
Thereafter
Above $0.656250
 
50
%
 
50
%

 Cash Distributions
Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders receive.
The following table presents our cash distributions paid or payable during 2016 (in thousands, except for per unit distributions):
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
November 15, 2016
 
$
0.8255

 
$
78,889

 
$
20,396

August 15, 2016
 
$
0.8255

 
$
78,703

 
$
20,348

May 16, 2016
 
$
0.8173

 
$
77,921

 
$
19,566

February 16, 2016
 
$
0.8013

 
$
70,006

 
$
16,532

Unit-Based Compensation
Unit-Based Compensation
Unit-Based Compensation
Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Phantom common units
$
2,533

 
$
1,720

 
$
7,881

 
$
4,756

Allocated expense from ETP
484

 
412

 
1,574

 
1,130

Total equity-based compensation expense
$
3,017

 
$
2,132

 
$
9,455

 
$
5,886

  
Phantom Common Unit Awards
Prior to the ETP Merger, there were phantom unit awards issued to certain directors and employees under the Sunoco LP 2012 Long-Term Incentive Plan. The fair value of each phantom unit on the grant date was equal to the market price of our common unit on that date reduced by the present value of estimated dividends over the vesting period, since the phantom units did not receive dividends until vested. The estimated fair value of our phantom units was amortized over the vesting period using the straight-line method. Non-employee director awards vested over a one-to-three year period and employee awards vested ratably over a two-to-five year service period. Concurrent with the ETP Merger, all unvested phantom units vested and compensation cost of $0.4 million was recognized.
Subsequent to the ETP Merger, phantom units were issued which also have the right to receive distributions prior to vesting. The units vest 60% after three years and 40% after five years. The fair value of these units is the market prices of our common units on the grant date, and is amortized over the five-year vesting period using the straight-line method. Unrecognized compensation cost related to our nonvested restricted phantom units totaled $27.1 million as of September 30, 2016, which is expected to be recognized over a weighted average period of 2.74 years. The fair value of nonvested service phantom units outstanding as of September 30, 2016 totaled $45.1 million.
A summary of our phantom unit award activity is as follows:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2014
241,235

 
$
45.50

Granted
993,134

 
40.63

Forfeited
(87,321
)
 
50.71

Nonvested at December 31, 2015
1,147,048

 
41.19

Granted
35,040

 
33.61

Forfeited
(84,846
)
 
39.62

Nonvested at September 30, 2016
1,097,242

 
$
41.07


 Cash Awards
In January 2015, the Partnership granted 30,710 awards that are settled in cash under the terms of the Sunoco LP Long-Term Cash Restricted Unit Plan. An additional 1,000 awards were granted in September 2015. During the nine months ended September 30, 2016, 3,470 units were forfeited. These awards do not have the right to receive distributions prior to vesting. The awards vest 100% after three years. Unrecognized compensation cost related to our nonvested cash awards totaled $0.5 million as of September 30, 2016, which is expected to be recognized over a weighted average period of 1.18 years. The fair value of nonvested cash awards outstanding as of September 30, 2016 totaled $1.4 million.
Segment Reporting
Segment Reporting
Segment Reporting
Segment information is prepared on the same basis that our Chief Operating Decision Maker (“CODM”) reviews financial information for operational decision-making purposes. We operate our business in two primary segments, wholesale and retail, both of which are included as reportable segments. No operating segments have been aggregated in identifying the two reportable segments.
We allocate shared revenue and costs to each segment based on the way our CODM measures segment performance. Partnership overhead costs, interest and other expenses not directly attributable to a reportable segment are allocated based on segment gross profit. These costs were previously allocated based on segment EBITDA.
We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. We define Adjusted EBITDA to include adjustments for non-cash compensation expense, gains and losses on disposal of assets, unrealized gains and losses on commodity derivatives and inventory fair value adjustments.
Wholesale Segment
Our wholesale segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to our retail segment, to independently-operated dealer stations under long-term supply agreements, and to distributers and other consumers of motor fuel. Also included in the wholesale segment are motor fuel sales to consignment locations and sales and costs related to processing transmix. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Sales of fuel from the wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales. Also included in our wholesale segment is rental income from properties that we lease or sub-lease.
Retail Segment
Our retail segment operates branded retail convenience stores across more than 20 states throughout the East Coast and Southeast regions of the United States with a significant presence in Texas, Pennsylvania, New York, Florida, Virginia, and Hawaii. These stores offer motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, ATM, money orders, prepaid phone cards and wireless services.

The following tables present financial information by segment for the three and nine months ended September 30, 2016 and 2015 (in thousands): 
 
For the Three Months Ended September 30,
 
2016
 
2015
 
Wholesale
 
Retail
 
Intercompany
Eliminations
 
Total
 
Wholesale
 
Retail
 
Intercompany
Eliminations
 
Total
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$
—

 
$
1,401,830

 
 
 
$
1,401,830

 
$
—

 
$
1,580,815

 
 
 
$
1,580,815

Wholesale motor fuel sales to third parties
2,026,454

 
—

 
 
 
2,026,454

 
2,664,186

 
—

 
 
 
2,664,186

Wholesale motor fuel sales to affiliates
28,226

 
—

 
 
 
28,226

 
3,779

 
—

 
 
 
3,779

Merchandise
—

 
605,275

 
 
 
605,275

 
—

 
589,299

 
 
 
589,299

Rental income
19,353

 
3,530

 
 
 
22,883

 
11,333

 
9,616

 
 
 
20,949

Other
13,331

 
39,318

 
 
 
52,649

 
5,996

 
41,748

 
 
 
47,744

Intersegment
1,006,088

 
37,978

 
(1,044,066
)
 
—

 
1,183,629

 
34,202

 
(1,217,831
)
 
—

Total revenues
3,093,452

 
2,087,931

 
(1,044,066
)
 
4,137,317

 
3,868,923

 
2,255,680

 
(1,217,831
)
 
4,906,772

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
—

 
179,003

 
 
 
179,003

 
—

 
196,002

 
 
 
196,002

Wholesale motor fuel
138,169

 
—

 
 
 
138,169

 
76,174

 
—

 
 
 
76,174

Merchandise
—

 
192,292

 
 
 
192,292

 
—

 
185,120

 
 
 
185,120

Other
26,629

 
41,294

 
 
 
67,923

 
16,099

 
51,363

 
 
 
67,462

Total gross profit
164,798

 
412,589

 
 
 
577,387

 
92,273

 
432,485

 
 
 
524,758

Total operating expenses
103,775

 
369,462

 
 
 
473,237

 
89,527

 
341,879

 
 
 
431,406

Income (loss) from operations
61,023

 
43,127

 
 
 
104,150

 
2,746

 
90,606

 
 
 
93,352

Interest expense, net
13,198

 
41,091

 
 
 
54,289

 
13,106

 
15,411

 
 
 
28,517

Income (loss) before income taxes
47,825

 
2,036

 
 
 
49,861

 
(10,360
)
 
75,195

 
 
 
64,835

Income tax expense
507

 
4,803

 
 
 
5,310

 
39

 
30,085

 
 
 
30,124

Net income (loss) and comprehensive income (loss)
$
47,318

 
$
(2,767
)
 
 
 
$
44,551

 
$
(10,399
)
 
$
45,110

 
 
 
$
34,711

Depreciation, amortization and accretion
21,819

 
55,809

 
 
 
77,628

 
13,571

 
52,413

 
 
 
65,984

Interest expense, net
13,198

 
41,091

 
 
 
54,289

 
13,106

 
15,411

 
 
 
28,517

Income tax expense
507

 
4,803

 
 
 
5,310

 
39

 
30,085

 
 
 
30,124

EBITDA
82,842

 
98,936

 
 
 
181,778

 
16,317

 
143,019

 
 
 
159,336

Non-cash compensation expense
1,516

 
1,501

 
 
 
3,017

 
1,697

 
435

 
 
 
2,132

Loss (gain) on disposal of assets
(599
)
 
802

 
 
 
203

 
921

 
(174
)
 
 
 
747

Unrealized loss on commodity derivatives
5,689

 
—

 
 
 
5,689

 
735

 
—

 
 
 
735

Inventory fair value adjustments
(1,581
)
 
(186
)
 
 
 
(1,767
)
 
87,307

 
3,456

 
 
 
90,763

Adjusted EBITDA
$
87,867

 
$
101,053

 
 
 
$
188,920

 
$
106,977

 
$
146,736

 
 
 
$
253,713

Capital expenditures
$
34,382

 
$
76,286

 
 
 
$
110,668

 
$
17,610

 
$
123,158

 
 
 
$
140,768

Total assets at end of period
$
2,938,747

 
$
6,058,254

 
 
 
$
8,997,001

 
$
2,925,842

 
$
5,915,977

 
 
 
$
8,841,819

 

 
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
Wholesale
 
Retail
 
Intercompany
Eliminations
 
Total
 
Wholesale
 
Retail
 
Intercompany
Eliminations
 
Total
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$
—

 
$
3,876,542

 
 
 
$
3,876,542

 
$
—

 
$
4,597,670

 
 
 
$
4,597,670

Wholesale motor fuel sales to third parties
5,544,905

 
—

 
 
 
5,544,905

 
7,946,323

 
—

 
 
 
7,946,323

Wholesale motor fuel sales to affiliates
45,065

 
—

 
 
 
45,065

 
8,718

 
—

 
 
 
8,718

Merchandise
—

 
1,705,963

 
 
 
1,705,963

 
—

 
1,633,102

 
 
 
1,633,102

Rental income
57,210

 
10,372

 
 
 
67,582

 
34,327

 
26,938

 
 
 
61,265

Other
30,164

 
121,576

 
 
 
151,740

 
17,876

 
118,754

 
 
 
136,630

Intersegment
2,698,542

 
99,253

 
(2,797,795
)
 
—

 
3,519,958

 
93,907

 
(3,613,865
)
 
—

Total revenues
8,375,886

 
5,813,706

 
(2,797,795
)
 
11,391,797

 
11,527,202

 
6,470,371

 
(3,613,865
)
 
14,383,708

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
—

 
447,883

 
 
 
447,883

 
—

 
483,207

 
 
 
483,207

Wholesale motor fuel
453,887

 
—

 
 
 
453,887

 
331,711

 
—

 
 
 
331,711

Merchandise
—

 
545,962

 
 
 
545,962

 
—

 
510,132

 
 
 
510,132

Other
78,974

 
129,991

 
 
 
208,965

 
48,588

 
145,563

 
 
 
194,151

Total gross profit
532,861

 
1,123,836

 
 
 
1,656,697

 
380,299

 
1,138,902

 
 
 
1,519,201

Total operating expenses
282,966

 
1,053,579

 
 
 
1,336,545

 
253,549

 
983,296

 
 
 
1,236,845

Income from operations
249,895

 
70,257

 
 
 
320,152

 
126,750

 
155,606

 
 
 
282,356

Interest expense, net
41,304

 
91,261

 
 
 
132,565

 
33,293

 
24,399

 
 
 
57,692

Income before income taxes
208,591

 
(21,004
)
 
 
 
187,587

 
93,457

 
131,207

 
 
 
224,664

Income tax expense
1,361

 
7,529

 
 
 
8,890

 
898

 
46,215

 
 
 
47,113

Net income and comprehensive income
$
207,230

 
$
(28,533
)
 
 
 
$
178,697

 
$
92,559

 
$
84,992

 
 
 
$
177,551

Depreciation, amortization and accretion
60,427

 
173,991

 
 
 
234,418

 
47,821

 
155,106

 
 
 
202,927

Interest expense, net
41,304

 
91,261

 
 
 
132,565

 
33,293

 
24,399

 
 
 
57,692

Income tax expense
1,361

 
7,529

 
 
 
8,890

 
898

 
46,215

 
 
 
47,113

EBITDA
310,322

 
244,248

 
 
 
554,570

 
174,571

 
310,712

 
 
 
485,283

Non-cash compensation expense
4,600

 
4,855

 
 
 
9,455

 
3,361

 
2,525

 
 
 
5,886

Loss (gain) on disposal of assets
(1,396
)
 
4,314

 
 
 
2,918

 
1,069

 
(175
)
 
 
 
894

Unrealized loss on commodity derivatives
8,534

 
—

 
 
 
8,534

 
2,926

 
—

 
 
 
2,926

Inventory fair value adjustments
(60,920
)
 
(2,877
)
 
 
 
(63,797
)
 
32,200

 
1,946

 
 
 
34,146

Adjusted EBITDA
$
261,140

 
$
250,540

 
 
 
$
511,680

 
$
214,127

 
$
315,008

 
 
 
$
529,135

Capital expenditures
$
78,369

 
$
212,191

 
 
 
$
290,560

 
$
98,283

 
$
244,146

 
 
 
$
342,429

Total assets at end of period
$
2,938,747

 
$
6,058,254

 
 
 
$
8,997,001

 
$
2,925,842

 
$
5,915,977

 
 
 
$
8,841,819

Net Income per Unit
Net Income per Unit
Net Income per Unit
Net income per unit applicable to limited partners (including subordinated unitholders prior to the conversion of our subordinated units on November 30, 2015) is computed by dividing limited partners’ interest in net income by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to any priority income allocations for incentive distributions and distributions on employee unit awards. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.
In addition to the common and subordinated units, we identify the IDRs as participating securities and use the two-class method when calculating net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding.
A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows (in thousands, except units and per unit amounts):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net income and comprehensive income
$
44,551

 
$
34,711

 
$
178,697

 
$
177,551

Less: Net income and comprehensive income attributable to noncontrolling interest
—

 
852

 
—

 
2,545

Less: Preacquisition income allocated to general partner
—

 
6,315

 
—

 
117,728

Net income and comprehensive income attributable to partners
44,551

 
27,544

 
178,697

 
57,278

Less: Incentive distribution rights
20,396

 
8,441

 
60,311

 
13,252

Less: Distributions on nonvested phantom unit awards
906

 
349

 
2,760

 
971

Limited partners’ interest in net income
$
23,249

 
$
18,754

 
$
115,626

 
$
43,055

Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Common - basic
95,339,786

 
43,772,026

 
92,720,563

 
30,994,016

Common - equivalents
74,658

 
116

 
74,658

 
116

Common - diluted
95,414,444

 
43,772,142

 
92,795,221

 
30,994,132

 
 
 
 
 
 
 
 
Subordinated - basic and diluted
—

 
10,939,436

 
—

 
10,939,436

Net income per limited partner unit:
 
 
 
 
 
 
 
Common - basic and diluted
$
0.24

 
$
0.30

 
$
1.25

 
$
0.96

Subordinated - basic and diluted
$
—

 
$
0.52

 
$
—

 
$
1.21

Related-Party Transactions
Related-Party Transactions
Related-Party Transactions
Through Sunoco LLC, we are party to the following fee-based commercial agreements with various affiliates of ETP:
•
Philadelphia Energy Solutions Products Purchase Agreements – two related products purchase agreements, one with Philadelphia Energy Solutions Refining & Marketing (“PES”) and one with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain 12-month terms that automatically renew for consecutive 12-month terms until either party cancels with notice. ETP Retail owns a noncontrolling interest in the parent of PES.
•
Sunoco Logistics Partners L.P. (“SXL”) Transportation and Terminalling Contracts – Sunoco LLC is party to various agreements with subsidiaries of SXL for pipeline, terminalling and storage services. SXL is a consolidated subsidiary of ETP. Sunoco LLC also has agreements with subsidiaries of SXL for the purchase and sale of fuel.
We are party to the Susser Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin of three cents per gallon to Susser’s existing Stripes convenience stores and independently operated consignment locations. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income.
We are party to the Sunoco Distribution Contract, a 10-year agreement under which Sunoco LLC is the exclusive wholesale distributor of motor fuel to Sunoco Retail’s convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin of four cents per gallon. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying Consolidated Statements of Operations and Comprehensive Income.
In connection with the closing of our IPO on September 25, 2012, we also entered into an Omnibus Agreement with Susser (the “Omnibus Agreement”). Pursuant to the Omnibus Agreement, among other things, the Partnership received a three-year option to purchase from Susser up to 75 of Susser's new or recently constructed Stripes convenience stores at Susser's cost and lease the stores back to Susser at a specified rate for a 15-year initial term. The Partnership is the exclusive distributor of motor fuel to such stores for a period of 10 years from the date of purchase. During 2015, we completed all 75 sale-leaseback transactions under the Omnibus Agreement.
Summary of Transactions
Affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income is as follows:
•
Net advances from affiliates was $62.7 million as of September 30, 2016. Net advances to affiliates was $365.5 million as of December 31, 2015. Advances to and from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco, Inc. (R&M) and Sunoco Retail and Sunoco, Inc. (R&M), which are in place for purposes of cash management. During the nine months ended September 30, 2016, approximately $175 million was used to repay a portion of the 2014 Revolver.
•
Accounts receivable from affiliates were $8.8 million and $8.1 million as of September 30, 2016 and December 31, 2015, respectively, which are primarily related to motor fuel purchases from us.
•
Accounts payable to affiliates was $31.6 million and $15.0 million as of September 30, 2016 and December 31, 2015, respectively, which are related to operational expenses and fuel pipeline purchases.
•
Wholesale motor fuel sales to affiliates of $28.2 million and $3.8 million for the three months ended September 30, 2016 and 2015, respectively.
•
Wholesale motor fuel sales to affiliates of $45.1 million and $8.7 million for the nine months ended September 30, 2016 and 2015, respectively.
•
Bulk fuel purchases from affiliates of $493.5 million and $549.0 million for the three months ended September 30, 2016 and 2015, respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income.
•
Bulk fuel purchases from affiliates of $1.4 billion and $2.0 billion for the nine months ended September 30, 2016 and 2015, respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income.
Subsequent Events
Subsequent Events
Subsequent Events
On October 4, 2016, we entered into an equity distribution agreement (the “Agreement”) with RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Natixis Securities Americas LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each a “Manager” and collectively, the “Managers”). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through the Managers the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $400 million (the “Common Units”). Sales of the Common Units, if any, made under the Agreement will be made by means of ordinary brokers’ transactions through the facilities of the New York Stock Exchange at market prices, or as otherwise agreed upon by the Partnership and the Managers, by means of any other existing trading market for the Partnership’s common units or to or through a market maker other than on an exchange. We have issued 225,834 units from October 4, 2016 through November 7, 2016, with total net proceeds of $6.5 million.
We intend to use the net proceeds from sales pursuant to the Agreement, after deducting Managers’ commissions and the Partnership’s offering expenses, for general partnership purposes, which may include repaying or refinancing all or a portion of our outstanding indebtedness and funding capital expenditures, acquisitions or working capital.
On October 12, 2016, we completed the previously announced acquisition of the convenience store, wholesale motor fuel distribution, and commercial fuels distribution business serving East Texas and Louisiana from Denny Oil Company (“Denny”) for approximately $54.6 million plus inventory on hand at closing, subject to closing adjustments. This acquisition includes six company‑owned and operated locations, six company-owned and dealer operated locations, wholesale fuel supply contracts for a network of independent dealer-owned and dealer-operated locations, and a commercial fuels business in the Eastern Texas and Louisiana markets. As part of the acquisition, we acquired 13 fee properties, which included the six company operated locations, six dealer operated locations and a bulk plant and an office facility. This transaction was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase date. Management is in the process of evaluating the initial purchase price allocation.
Summary of Significant Accounting Policies (Policies)
Motor Fuel and Sales Taxes 
Motor Fuel and Sales Taxes
Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $306.8 million and $303.7 million for the three months ended September 30, 2016 and 2015 and $888.3 million and $878.0 million for the nine months ended September 30, 2016 and 2015, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Recently Issued Accounting Pronouncements 
Recently Issued Accounting Pronouncements
FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 “Leases (Topic 842)” which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures.
FASB ASU No. 2016-15. In August 2016, the FASB issued ASU No. 2016-15 “Statement of Cash Flows (Topic 230)” which institutes a number of modifications to presentation and classification of certain cash receipts and cash payments in the statement of cash flows. These modifications include (a) debt prepayment or debt extinguishment costs, (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (c) contingent consideration payments made after a business combination, (d) proceeds received from the settlement of insurance claims, (e) proceeds from the settlement of corporate-owned life insurance policies, (f) distributions received from equity method investees, (g) beneficial interest obtained in a securitization of financial assets, (h) separately identifiable cash flows and application of the predominance principle. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated statements of cash flows and related disclosures.
Acquisitions (Tables)
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 
The following table summarizes the final recording of assets and liabilities at their respective carrying values (in thousands):
 
 
Sunoco LLC
 
Sunoco Retail
 
Total
Current assets
 
$
1,107,007

 
$
328,928

 
$
1,435,935

Property and equipment
 
384,100

 
709,793

 
1,093,893

Goodwill
 
—

 
1,289,398

 
1,289,398

Intangible assets
 
182,477

 
293,928

 
476,405

Other noncurrent assets
 
2,238

 
—

 
2,238

Current liabilities
 
(641,400
)
 
(146,368
)
 
(787,768
)
Other noncurrent liabilities
 
(7,293
)
 
(339,536
)
 
(346,829
)
Net assets
 
$
1,027,129

 
$
2,136,143

 
$
3,163,272

Net deemed contribution
 
 
 
 
 
(188,272
)
Cash acquired
 
 
 
 
 
(24,276
)
Total cash consideration, net of cash acquired (1)
 
 
 
 
 
$
2,950,724

________________________________
(1)
Total cash consideration, net of cash acquired, includes $775.0 million paid on April 1, 2015 and $2.2 billion paid on March 31, 2016.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 
The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in thousands):
 
 
August 31, 2014
Current assets
 
$
217,244

Property and equipment
 
983,900

Goodwill
 
976,631

Intangible assets
 
541,054

Other noncurrent assets
 
38,216

Current liabilities
 
(246,009
)
Other noncurrent liabilities
 
(842,310
)
Net assets
 
1,668,726

Net deemed contribution
 
(701,871
)
Cash acquired
 
(63,801
)
Total cash consideration, net of cash acquired
 
$
903,054

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed 
The following table summarizes the preliminary recording of assets and liabilities at their respective carrying values as of the date presented (in thousands):
 
 
August 31, 2016
Current assets
 
$
26,347

Property and equipment
 
60,044

Goodwill
 
78,278

Intangible assets
 
22,678

Other noncurrent assets
 
41

Current liabilities
 
(15,875
)
Net assets
 
171,513

Cash acquired
 
(172
)
Total cash consideration, net of cash acquired
 
$
171,341

Accounts Receivable, net (Tables)
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following (in thousands):
 
 
September 30,
2016
 
December 31,
2015
Accounts receivable, trade
 
$
257,714

 
$
160,783

Credit card receivables
 
82,153

 
98,484

Vendor receivables for rebates, branding, and other
 
17,423

 
14,561

Other receivables
 
30,802

 
38,381

Allowance for doubtful accounts
 
(2,595
)
 
(3,924
)
Accounts receivable, net
 
$
385,497

 
$
308,285

Inventories, net (Tables)
Schedule of Inventories
Inventories consisted of the following (in thousands):
 
September 30,
2016
 
December 31,
2015
Fuel-retail
$
49,712

 
$
42,779

Fuel-wholesale
289,777

 
283,021

Fuel-consignment
4,024

 
3,801

Merchandise
125,010

 
116,694

Equipment and maintenance spare parts
11,502

 
13,162

Corn
5,283

 
4,788

Other
3,472

 
3,046

Inventories, net
$
488,780

 
$
467,291

Property And Equipment, net (Tables)
Schedule of Property and Equipment
Property and equipment, net consisted of the following (in thousands):
 
September 30,
2016
 
December 31,
2015
Land
$
1,053,852

 
$
1,032,017

Buildings and leasehold improvements
1,256,497

 
1,150,701

Equipment
1,309,587

 
1,214,328

Construction in progress
217,543

 
97,412

Total property and equipment
3,837,479

 
3,494,458

Less: accumulated depreciation
514,761

 
339,632

Property and equipment, net
$
3,322,718

 
$
3,154,826

Goodwill and Other Intangible Assets (Tables)
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets
Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following (in thousands):
 
September 30, 2016
 
December 31, 2015
 
Gross Carrying
Amount
 
Accumulated Amortization
 
Net Book Value
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Book Value
Indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
Tradenames
$
784,058

 
$
6,508

 
$
777,550

 
$
784,058

 
$
6,508

 
$
777,550

Contractual rights
42,182

 
—

 
42,182

 
33,850

 
—

 
33,850

Liquor licenses
16,000

 
—

 
16,000

 
16,000

 
—

 
16,000

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
619,698

 
190,350

 
429,348

 
551,033

 
150,101

 
400,932

Favorable leasehold arrangements
21,826

 
5,213

 
16,613

 
22,863

 
1,188

 
21,675

Loan origination costs
9,769

 
3,671

 
6,098

 
9,358

 
2,172

 
7,186

Other intangibles
5,099

 
2,126

 
2,973

 
3,675

 
1,428

 
2,247

Intangible assets, net
$
1,498,632

 
$
207,868

 
$
1,290,764

 
$
1,420,837

 
$
161,397

 
$
1,259,440

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities
Current accrued expenses and other current liabilities consisted of the following (in thousands):
 
September 30,
2016
 
December 31,
2015
Wage and other employee-related accrued expenses
$
36,319

 
$
26,019

Franchise agreement termination accrual
1,769

 
4,399

Accrued tax expense
93,962

 
102,473

Accrued insurance
20,586

 
32,716

Accrued environmental
6,519

 
7,600

Accrued interest expense
56,239

 
28,494

Deposits and other
105,955

 
106,238

Total
$
321,349

 
$
307,939

Long-Term Debt (Tables)
Schedule of Long-term Debt
Long-term debt consisted of the following (in thousands):
 
September 30,
2016
 
December 31,
2015
Term Loan
$
1,243,000

 
$
—

Sale leaseback financing obligation
118,604

 
121,992

2014 Revolver
958,236

 
450,000

6.375% Senior Notes Due 2023
800,000

 
800,000

5.500% Senior Notes Due 2020
600,000

 
600,000

6.250% Senior Notes Due 2021
800,000

 
—

Capital lease obligation and notes payable
702

 
3,975

Total debt
4,520,542

 
1,975,967

Less: current maturities
5,010

 
5,084

Less: debt issuance costs
42,102

 
18,352

Long-term debt, net of current maturities
$
4,473,430

 
$
1,952,531

Commitments And Contingencies (Tables)
Schedule of Rent Expense
Net rent expense consisted of the following (in thousands):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Cash rent:
 
 
 
 
 
 
 
Store base rent (1) (2)
$
30,682

 
$
30,871

 
$
87,713

 
$
91,088

Equipment and other rent (3)
4,565

 
5,024

 
15,478

 
14,686

Total cash rent
35,247

 
35,895

 
103,191

 
105,774

Non-cash rent:
 
 
 
 
 
 
 
Straight-line rent
984

 
805

 
2,136

 
548

Amortization of deferred gain
—

 
(253
)
 
—

 
(758
)
Net rent expense
$
36,231

 
$
36,447

 
$
105,327

 
$
105,564

________________________________
(1)
Store base rent includes sublease rental income totaling $6.2 million and $6.6 million for the three months ended September 30, 2016 and 2015, respectively and $17.9 million and $20.5 million for the nine months ended September 30, 2016 and 2015, respectively.
(2)
Store base rent includes contingent rent expense totaling $7.9 million and $9.0 million for the three months ended September 30, 2016 and 2015, respectively, and $17.1 million and $19.0 million for the nine months ended September 30, 2016 and 2015, respectively.
(3)
Equipment and other rent consists primarily of store equipment and vehicles.
Interest Expense, net (Tables)
Schedule of Interest Expense Net
Interest expense, net consisted of the following (in thousands):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Interest expense (1)
$
53,775

 
$
27,918

 
$
131,905

 
$
57,501

Amortization of deferred financing fees
3,608

 
1,089

 
7,608

 
2,291

Interest income
(3,094
)
 
(490
)
 
(6,948
)
 
(2,100
)
Interest expense, net
$
54,289

 
$
28,517

 
$
132,565

 
$
57,692

________________________________
(1)
Interest expense related to the VIEs was approximately $2.3 million and $7.0 million for the three and nine months ended September 30, 2015, respectively.
Income Tax Expense (Tables)
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of income tax expense at the U.S. federal statutory rate to net income tax expense is as follow (in thousands):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Tax at statutory federal rate
$
17,452

 
$
22,692

 
$
65,656

 
$
78,632

Partnership earnings not subject to tax
(20,784
)
 
(8,688
)
 
(76,648
)
 
(47,422
)
State and local tax, net of federal benefit
576

 
14,395

 
12,772

 
14,818

Other
8,066

 
1,725

 
7,110

 
1,085

Net income tax expense
$
5,310

 
$
30,124

 
$
8,890

 
$
47,113

Partners' Capital (Tables)
Schedule of Common Units 
Activity of our common units for the nine months ended September 30, 2016 is as follows: 
 
Number of Units
Number of common units at December 31, 2015
87,365,706
Common units issued in connection with acquisitions
5,710,922
Common units issued in connection with the PIPE Transaction
2,263,158
Number of common units at September 30, 2016
95,339,786
Schedule of Net Income Allocation By Partners 
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Attributable to Common Units
 
 
 
 
 
 
 
Distributions (1)
$
78,889

 
$
39,039

 
$
235,514

 
$
76,172

Distributions in excess of income
(55,640
)
 
(24,035
)
 
(119,888
)
 
(44,349
)
Limited partners' interest in net income
$
23,249

 
$
15,004

 
$
115,626

 
$
31,823

 
 
 
 
 
 
 
 
Attributable to Subordinated Units
 
 
 
 
 
 
 
Distributions (1)
$
—

 
$
8,154

 
$
—

 
$
22,796

Distributions in excess of income
—

 
(4,404
)
 
—

 
(11,564
)
Limited partners' interest in net income
$
—

 
$
3,750

 
$
—

 
$
11,232

 
 
 
 
 
 
 
 
(1) Distributions declared per unit to unitholders as of record date
$
0.8255

 
$
0.7454

 
$
2.4683

 
$
2.0838

Schedule of Incentive Distribution Rights to Limited Partners 
 
 
 
Marginal percentage interest
in distributions
 
Total quarterly distribution per common unit
target amount
 
Common unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

First Target Distribution
Above $0.4375 up to $0.503125
 
100
%
 
—

Second Target Distribution
Above $0.503125 up to $0.546875
 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250
 
75
%
 
25
%
Thereafter
Above $0.656250
 
50
%
 
50
%
Distributions Made to Limited Partner, by Distribution 
The following table presents our cash distributions paid or payable during 2016 (in thousands, except for per unit distributions):
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
November 15, 2016
 
$
0.8255

 
$
78,889

 
$
20,396

August 15, 2016
 
$
0.8255

 
$
78,703

 
$
20,348

May 16, 2016
 
$
0.8173

 
$
77,921

 
$
19,566

February 16, 2016
 
$
0.8013

 
$
70,006

 
$
16,532

 
Unit-Based Compensation (Tables)
Schedule of Equity Based Compensation Expense 
Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Phantom common units
$
2,533

 
$
1,720

 
$
7,881

 
$
4,756

Allocated expense from ETP
484

 
412

 
1,574

 
1,130

Total equity-based compensation expense
$
3,017

 
$
2,132

 
$
9,455

 
$
5,886

Schedule of Nonvested Share Activity 
A summary of our phantom unit award activity is as follows:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2014
241,235

 
$
45.50

Granted
993,134

 
40.63

Forfeited
(87,321
)
 
50.71

Nonvested at December 31, 2015
1,147,048

 
41.19

Granted
35,040

 
33.61

Forfeited
(84,846
)
 
39.62

Nonvested at September 30, 2016
1,097,242

 
$
41.07

Segment Reporting (Tables)
Schedule of Segment Reporting Information, by Segment
The following tables present financial information by segment for the three and nine months ended September 30, 2016 and 2015 (in thousands): 
 
For the Three Months Ended September 30,
 
2016
 
2015
 
Wholesale
 
Retail
 
Intercompany
Eliminations
 
Total
 
Wholesale
 
Retail
 
Intercompany
Eliminations
 
Total
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$
—

 
$
1,401,830

 
 
 
$
1,401,830

 
$
—

 
$
1,580,815

 
 
 
$
1,580,815

Wholesale motor fuel sales to third parties
2,026,454

 
—

 
 
 
2,026,454

 
2,664,186

 
—

 
 
 
2,664,186

Wholesale motor fuel sales to affiliates
28,226

 
—

 
 
 
28,226

 
3,779

 
—

 
 
 
3,779

Merchandise
—

 
605,275

 
 
 
605,275

 
—

 
589,299

 
 
 
589,299

Rental income
19,353

 
3,530

 
 
 
22,883

 
11,333

 
9,616

 
 
 
20,949

Other
13,331

 
39,318

 
 
 
52,649

 
5,996

 
41,748

 
 
 
47,744

Intersegment
1,006,088

 
37,978

 
(1,044,066
)
 
—

 
1,183,629

 
34,202

 
(1,217,831
)
 
—

Total revenues
3,093,452

 
2,087,931

 
(1,044,066
)
 
4,137,317

 
3,868,923

 
2,255,680

 
(1,217,831
)
 
4,906,772

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
—

 
179,003

 
 
 
179,003

 
—

 
196,002

 
 
 
196,002

Wholesale motor fuel
138,169

 
—

 
 
 
138,169

 
76,174

 
—

 
 
 
76,174

Merchandise
—

 
192,292

 
 
 
192,292

 
—

 
185,120

 
 
 
185,120

Other
26,629

 
41,294

 
 
 
67,923

 
16,099

 
51,363

 
 
 
67,462

Total gross profit
164,798

 
412,589

 
 
 
577,387

 
92,273

 
432,485

 
 
 
524,758

Total operating expenses
103,775

 
369,462

 
 
 
473,237

 
89,527

 
341,879

 
 
 
431,406

Income (loss) from operations
61,023

 
43,127

 
 
 
104,150

 
2,746

 
90,606

 
 
 
93,352

Interest expense, net
13,198

 
41,091

 
 
 
54,289

 
13,106

 
15,411

 
 
 
28,517

Income (loss) before income taxes
47,825

 
2,036

 
 
 
49,861

 
(10,360
)
 
75,195

 
 
 
64,835

Income tax expense
507

 
4,803

 
 
 
5,310

 
39

 
30,085

 
 
 
30,124

Net income (loss) and comprehensive income (loss)
$
47,318

 
$
(2,767
)
 
 
 
$
44,551

 
$
(10,399
)
 
$
45,110

 
 
 
$
34,711

Depreciation, amortization and accretion
21,819

 
55,809

 
 
 
77,628

 
13,571

 
52,413

 
 
 
65,984

Interest expense, net
13,198

 
41,091

 
 
 
54,289

 
13,106

 
15,411

 
 
 
28,517

Income tax expense
507

 
4,803

 
 
 
5,310

 
39

 
30,085

 
 
 
30,124

EBITDA
82,842

 
98,936

 
 
 
181,778

 
16,317

 
143,019

 
 
 
159,336

Non-cash compensation expense
1,516

 
1,501

 
 
 
3,017

 
1,697

 
435

 
 
 
2,132

Loss (gain) on disposal of assets
(599
)
 
802

 
 
 
203

 
921

 
(174
)
 
 
 
747

Unrealized loss on commodity derivatives
5,689

 
—

 
 
 
5,689

 
735

 
—

 
 
 
735

Inventory fair value adjustments
(1,581
)
 
(186
)
 
 
 
(1,767
)
 
87,307

 
3,456

 
 
 
90,763

Adjusted EBITDA
$
87,867

 
$
101,053

 
 
 
$
188,920

 
$
106,977

 
$
146,736

 
 
 
$
253,713

Capital expenditures
$
34,382

 
$
76,286

 
 
 
$
110,668

 
$
17,610

 
$
123,158

 
 
 
$
140,768

Total assets at end of period
$
2,938,747

 
$
6,058,254

 
 
 
$
8,997,001

 
$
2,925,842

 
$
5,915,977

 
 
 
$
8,841,819

 

 
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
Wholesale
 
Retail
 
Intercompany
Eliminations
 
Total
 
Wholesale
 
Retail
 
Intercompany
Eliminations
 
Total
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
$
—

 
$
3,876,542

 
 
 
$
3,876,542

 
$
—

 
$
4,597,670

 
 
 
$
4,597,670

Wholesale motor fuel sales to third parties
5,544,905

 
—

 
 
 
5,544,905

 
7,946,323

 
—

 
 
 
7,946,323

Wholesale motor fuel sales to affiliates
45,065

 
—

 
 
 
45,065

 
8,718

 
—

 
 
 
8,718

Merchandise
—

 
1,705,963

 
 
 
1,705,963

 
—

 
1,633,102

 
 
 
1,633,102

Rental income
57,210

 
10,372

 
 
 
67,582

 
34,327

 
26,938

 
 
 
61,265

Other
30,164

 
121,576

 
 
 
151,740

 
17,876

 
118,754

 
 
 
136,630

Intersegment
2,698,542

 
99,253

 
(2,797,795
)
 
—

 
3,519,958

 
93,907

 
(3,613,865
)
 
—

Total revenues
8,375,886

 
5,813,706

 
(2,797,795
)
 
11,391,797

 
11,527,202

 
6,470,371

 
(3,613,865
)
 
14,383,708

Gross profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail motor fuel
—

 
447,883

 
 
 
447,883

 
—

 
483,207

 
 
 
483,207

Wholesale motor fuel
453,887

 
—

 
 
 
453,887

 
331,711

 
—

 
 
 
331,711

Merchandise
—

 
545,962

 
 
 
545,962

 
—

 
510,132

 
 
 
510,132

Other
78,974

 
129,991

 
 
 
208,965

 
48,588

 
145,563

 
 
 
194,151

Total gross profit
532,861

 
1,123,836

 
 
 
1,656,697

 
380,299

 
1,138,902

 
 
 
1,519,201

Total operating expenses
282,966

 
1,053,579

 
 
 
1,336,545

 
253,549

 
983,296

 
 
 
1,236,845

Income from operations
249,895

 
70,257

 
 
 
320,152

 
126,750

 
155,606

 
 
 
282,356

Interest expense, net
41,304

 
91,261

 
 
 
132,565

 
33,293

 
24,399

 
 
 
57,692

Income before income taxes
208,591

 
(21,004
)
 
 
 
187,587

 
93,457

 
131,207

 
 
 
224,664

Income tax expense
1,361

 
7,529

 
 
 
8,890

 
898

 
46,215

 
 
 
47,113

Net income and comprehensive income
$
207,230

 
$
(28,533
)
 
 
 
$
178,697

 
$
92,559

 
$
84,992

 
 
 
$
177,551

Depreciation, amortization and accretion
60,427

 
173,991

 
 
 
234,418

 
47,821

 
155,106

 
 
 
202,927

Interest expense, net
41,304

 
91,261

 
 
 
132,565

 
33,293

 
24,399

 
 
 
57,692

Income tax expense
1,361

 
7,529

 
 
 
8,890

 
898

 
46,215

 
 
 
47,113

EBITDA
310,322

 
244,248

 
 
 
554,570

 
174,571

 
310,712

 
 
 
485,283

Non-cash compensation expense
4,600

 
4,855

 
 
 
9,455

 
3,361

 
2,525

 
 
 
5,886

Loss (gain) on disposal of assets
(1,396
)
 
4,314

 
 
 
2,918

 
1,069

 
(175
)
 
 
 
894

Unrealized loss on commodity derivatives
8,534

 
—

 
 
 
8,534

 
2,926

 
—

 
 
 
2,926

Inventory fair value adjustments
(60,920
)
 
(2,877
)
 
 
 
(63,797
)
 
32,200

 
1,946

 
 
 
34,146

Adjusted EBITDA
$
261,140

 
$
250,540

 
 
 
$
511,680

 
$
214,127

 
$
315,008

 
 
 
$
529,135

Capital expenditures
$
78,369

 
$
212,191

 
 
 
$
290,560

 
$
98,283

 
$
244,146

 
 
 
$
342,429

Total assets at end of period
$
2,938,747

 
$
6,058,254

 
 
 
$
8,997,001

 
$
2,925,842

 
$
5,915,977

 
 
 
$
8,841,819

Net Income per Unit (Tables)
Schedule of Net Income per Unit, Basic and Diluted
A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows (in thousands, except units and per unit amounts):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net income and comprehensive income
$
44,551

 
$
34,711

 
$
178,697

 
$
177,551

Less: Net income and comprehensive income attributable to noncontrolling interest
—

 
852

 
—

 
2,545

Less: Preacquisition income allocated to general partner
—

 
6,315

 
—

 
117,728

Net income and comprehensive income attributable to partners
44,551

 
27,544

 
178,697

 
57,278

Less: Incentive distribution rights
20,396

 
8,441

 
60,311

 
13,252

Less: Distributions on nonvested phantom unit awards
906

 
349

 
2,760

 
971

Limited partners’ interest in net income
$
23,249

 
$
18,754

 
$
115,626

 
$
43,055

Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Common - basic
95,339,786

 
43,772,026

 
92,720,563

 
30,994,016

Common - equivalents
74,658

 
116

 
74,658

 
116

Common - diluted
95,414,444

 
43,772,142

 
92,795,221

 
30,994,132

 
 
 
 
 
 
 
 
Subordinated - basic and diluted
—

 
10,939,436

 
—

 
10,939,436

Net income per limited partner unit:
 
 
 
 
 
 
 
Common - basic and diluted
$
0.24

 
$
0.30

 
$
1.25

 
$
0.96

Subordinated - basic and diluted
$
—

 
$
0.52

 
$
—

 
$
1.21

Organization and Principles of Consolidation - Additional Information (Details)
0 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended
Aug. 21, 2015
Aug. 29, 2014
Sep. 25, 2012
Sep. 30, 2016
segment
Aug. 29, 2014
Jul. 31, 2015
Susser [Member]
Aug. 29, 2014
Susser [Member]
Jul. 31, 2015
Susser [Member]
Oct. 1, 2014
MACS [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Mar. 31, 2016
Sunoco LLC [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Sep. 30, 2016
Sunoco LLC [Member]
Minimum [Member]
state
Mar. 31, 2016
Sunoco Retail LLC [Member]
Jan. 1, 2016
Sunoco Retail LLC [Member]
Sep. 30, 2016
Motor Fuels [Member]
Minimum [Member]
state
Sep. 30, 2016
Convenience and Retail Stores [Member]
Minimum [Member]
state
Organization Consolidation And Presentation Of Financial Statements [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units sold in IPO
 
 
10,925,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of Non economic general partner interest and incentive distribution rights
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common and subordinated unit, acquired
 
 
 
 
 
 
11,000,000 
 
 
 
 
 
 
 
 
 
 
Number of states in which entity operates (more than)
 
 
 
 
 
 
 
 
 
 
 
 
26 
 
 
30 
20 
Ownership Percentage
 
 
 
 
50.10% 
 
 
100.00% 
 
 
49.90% 
50.10% 
 
100.00% 
100.00% 
 
 
Percentage of membership interest acquired
100.00% 
 
 
100.00% 
 
100.00% 
 
 
100.00% 
31.58% 
 
 
 
 
 
 
 
Noncontrolling interest, ownership percentage
 
 
 
 
 
 
 
 
 
 
68.42% 
 
 
 
 
 
 
Number of operating segments
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Accounting Policies [Abstract]
 
 
 
 
Motor fuel and sales taxes
$ 306.8 
$ 303.7 
$ 888.3 
$ 878.0 
Acquisitions - Additional Information (Details) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 9 Months Ended 6 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 7 Months Ended 9 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Aug. 21, 2015
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Aug. 29, 2014
Sep. 30, 2016
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Apr. 1, 2015
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Apr. 1, 2015
Sunoco LLC and Sunoco Retail LLC [Member]
Aug. 31, 2014
Sunoco LLC and Sunoco Retail LLC [Member]
Sep. 30, 2016
Sunoco LLC and Sunoco Retail LLC [Member]
Sep. 30, 2015
Sunoco LLC and Sunoco Retail LLC [Member]
Apr. 1, 2015
Sunoco LLC and Sunoco Retail LLC [Member]
Apr. 1, 2015
Sunoco LLC and Sunoco Retail LLC [Member]
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Jun. 30, 2015
Sunoco Retail LLC [Member]
Sep. 30, 2015
Sunoco Retail LLC [Member]
Mar. 31, 2016
Sunoco Retail LLC [Member]
Jan. 1, 2016
Sunoco Retail LLC [Member]
Mar. 31, 2016
ETP Dropdown [Member]
Mar. 31, 2016
ETP Dropdown [Member]
Jan. 1, 2016
ETP Dropdown [Member]
Jan. 1, 2016
Sunmarks, LLC [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Mar. 31, 2015
Sunoco LLC [Member]
Mar. 31, 2016
Sunoco LLC [Member]
Apr. 1, 2015
Sunoco LLC [Member]
Jul. 31, 2015
Susser [Member]
Jul. 31, 2015
Susser [Member]
Sep. 30, 2016
Susser [Member]
Sep. 30, 2015
Susser [Member]
Jul. 31, 2015
Susser [Member]
Common Units [Member]
Jul. 31, 2015
Susser [Member]
Subordinated Units-Affiliated [Member]
Jul. 31, 2015
Susser [Member]
Class B Units [Member]
Jul. 31, 2015
Susser [Member]
Class A Units [Member]
Common Units [Member]
Jul. 31, 2015
Susser [Member]
Class A Units [Member]
Subordinated Units-Affiliated [Member]
Aug. 31, 2016
Emerge Energy Services LP [Member]
Aug. 31, 2016
Emerge Energy Services LP [Member]
plant
Boe
Jun. 22, 2016
Kolkhorst Petroleum Inc. [Member]
property
Jun. 22, 2016
Kolkhorst Petroleum Inc. [Member]
Texas [Member]
Jun. 22, 2016
Kolkhorst Petroleum Inc. [Member]
Texas [Member]
store
Jun. 22, 2016
Valentine Stores, Inc. [Member]
property
store
tract
Jun. 22, 2016
Valentine Stores, Inc. [Member]
tract
Jun. 22, 2016
Valentine Stores, Inc. [Member]
Tim Hortons Restaurant [Member]
property
restaurant
Jun. 22, 2016
Valentine Stores, Inc. [Member]
Tim Hortons Restaurant [Member]
restaurant
Jun. 22, 2016
Valentine Stores, Inc. [Member]
New York [Member]
Jun. 22, 2016
Valentine Stores, Inc. [Member]
New York [Member]
store
Dec. 16, 2015
Alta East, Inc Wholesale Motor Fuel Distribution [Member]
property
Dec. 16, 2015
Alta East, Inc Wholesale Motor Fuel Distribution [Member]
property
Aug. 10, 2015
Aziz Convenience Stores, L.L.C [Member]
Aug. 10, 2015
Aziz Convenience Stores, L.L.C [Member]
store
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of membership interest acquired
100.00% 
 
 
100.00% 
 
 
 
 
 
31.58% 
 
 
 
 
 
 
 
 
 
 
 
 
 
31.58% 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of membership interest acquired
 
 
 
 
 
 
50.10% 
 
 
 
 
 
 
50.10% 
 
 
 
100.00% 
100.00% 
 
 
68.42% 
100.00% 
 
 
49.90% 
50.10% 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business acquisition total purchase price
 
 
 
 
 
$ 24,600,000 
 
 
 
$ 775,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 171,500,000 
 
 
$ 37,900,000 
 
 
 
 
 
$ 76,200,000 
 
$ 57,100,000 
 
$ 41,600,000 
 
Equity interests issued and issuable
 
 
 
 
 
 
 
 
 
40,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate, stated percentage
 
 
 
 
 
 
 
6.375% 
6.375% 
 
 
 
 
 
6.375% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of business
 
 
 
 
 
 
 
 
 
 
 
2,200,000,000 
775,000,000 
 
 
 
 
 
 
2,200,000,000 
 
 
 
 
 
 
 
966,900,000 
 
0 
966,855,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common units issued in connection with acquisitions (in shares)
 
 
 
5,710,922 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21,978,980 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
 
 
 
 
 
 
 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
4,137,317,000 
4,906,772,000 
11,391,797,000 
14,383,708,000 
 
 
 
 
 
 
 
 
 
 
1,100,000,000 
 
 
 
 
 
 
 
 
2,400,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
44,551,000 
27,544,000 
178,697,000 
57,278,000 
 
 
 
 
 
 
 
 
 
 
 
5,700,000 
 
 
 
 
 
 
 
24,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' capital account, converted units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
79,308 
10,939,436 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' capital account, units issued upon acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
79,308 
 
 
79,308 
10,939,436 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited partners' capital account, units issued (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,710,922 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,600,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of transmix processing plants acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barrels per day able to be processed by transmix plants (over 10,000 barrels)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barrels of storage capacity of transmix plants (over 800,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14 
 
 
 
 
 
18 
 
 
 
27 
Number of fee properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5 
 
 
19 
 
 
 
 
 
24 
 
 
 
Number of company-operated locations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18 
 
 
 
 
 
 
 
 
 
Number of leased properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9 
 
 
 
 
1 
 
 
 
6 
 
 
 
Acquisition increased goodwill
 
 
 
 
 
$ 10,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 8,700,000 
 
 
$ 35,200,000 
 
 
 
 
 
$ 14,600,000 
 
$ 4,300,000 
 
Number of restaurants acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 
 
 
 
 
 
 
Number of tracts of land
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3 
 
 
 
 
 
 
 
 
Number of fee and leased properties non-operating surplus locations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2 
 
 
Acquisitions (Recognized Identified Assets Acquired and Liabilities Assumed) (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 0 Months Ended 0 Months Ended
Aug. 31, 2014
Sep. 30, 2016
Dec. 31, 2015
Aug. 31, 2014
Aug. 31, 2014
Susser [Member]
Aug. 31, 2014
Susser [Member]
Aug. 31, 2016
Emerge Energy Services LP [Member]
Aug. 31, 2016
Emerge Energy Services LP [Member]
Aug. 31, 2014
Sunoco LLC [Member]
Aug. 31, 2014
Sunoco Retail LLC [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
$ 1,435,935 
 
$ 217,244 
 
$ 26,347 
$ 1,107,007 
$ 328,928 
Property and equipment
 
 
 
1,093,893 
 
983,900 
 
60,044 
384,100 
709,793 
Goodwill
 
3,236,398 
3,111,262 
1,289,398 
 
976,631 
 
78,278 
0 
1,289,398 
Intangible assets
 
 
 
476,405 
 
541,054 
 
22,678 
182,477 
293,928 
Other noncurrent assets
 
 
 
2,238 
 
38,216 
 
41 
2,238 
0 
Current liabilities
 
 
 
(787,768)
 
(246,009)
 
(15,875)
(641,400)
(146,368)
Other noncurrent liabilities
 
 
 
(346,829)
 
(842,310)
 
 
(7,293)
(339,536)
Net assets
 
 
 
3,163,272 
 
1,668,726 
 
171,513 
1,027,129 
2,136,143 
Net deemed contribution
 
 
 
(188,272)
 
(701,871)
 
 
 
 
Cash acquired
(24,276)
 
 
 
(63,801)
 
(172)
 
 
 
Total cash consideration, net of cash acquired
$ 2,950,724 
 
 
 
$ 903,054 
 
$ 171,341 
 
 
 
Accounts Receivable, net ((Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Allowance for doubtful accounts
$ (2,595)
$ (3,924)
Accounts receivable, net
385,497 
308,285 
Trade Accounts Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
257,714 
160,783 
Credit Card Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
82,153 
98,484 
Vendor receivables for rebates, branding and other [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
17,423 
14,561 
Other Receivables [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
$ 30,802 
$ 38,381 
Inventories, net - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2015
Inventory Disclosure [Abstract]
 
Inventory Write-down/ Write-up
$ 98.3 
Inventories, net (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Inventory Disclosure [Abstract]
 
 
Fuel-retail
$ 49,712 
$ 42,779 
Fuel-wholesale
289,777 
283,021 
Fuel-consignment
4,024 
3,801 
Merchandise
125,010 
116,694 
Equipment and maintenance spare parts
11,502 
13,162 
Corn
5,283 
4,788 
Other
3,472 
3,046 
Inventories, net
$ 488,780 
$ 467,291 
Property And Equipment, net (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 3,837,479 
$ 3,494,458 
Less: accumulated depreciation
514,761 
339,632 
Property and equipment, net
3,322,718 
3,154,826 
Land [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
1,053,852 
1,032,017 
Buildings and leasehold improvements [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
1,256,497 
1,150,701 
Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
1,309,587 
1,214,328 
Construction in progress [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 217,543 
$ 97,412 
Goodwill and Other Intangible Assets (Intangible Assets) - Additional Information (Details) (USD $)
9 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Aug. 31, 2014
Sep. 30, 2016
Customer Relations And Supply Agreements [Member]
Weighted Average [Member]
Sep. 30, 2016
Favorable leasehold arrangements, net [Member]
Weighted Average [Member]
Sep. 30, 2016
Noncompete Agreements
Weighted Average [Member]
Sep. 30, 2016
Deferred Loan Origination Costs
Weighted Average [Member]
Dec. 31, 2014
Trade Names [Member]
Finite Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Goodwill
$ 3,236,398,000 
$ 3,111,262,000 
$ 1,289,398,000 
 
 
 
 
 
Impairment in goodwill
$ 0 
$ 0 
 
 
 
 
 
 
Remaining weighted-average life
 
 
 
9 years 
11 years 
7 years 
3 years 
 
Useful life
 
 
 
 
 
 
 
30 years 
Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
$ 1,498,632 
$ 1,420,837 
Finite-lived intangible assets, Accumulated amortization
207,868 
161,397 
Intangible assets, net
1,290,764 
1,259,440 
Customer Relations And Supply Agreements [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
619,698 
551,033 
Finite-lived intangible assets, Accumulated amortization
190,350 
150,101 
Finite-lived intangible assets, Net
429,348 
400,932 
Favorable leasehold arrangements, net [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
21,826 
22,863 
Finite-lived intangible assets, Accumulated amortization
5,213 
1,188 
Finite-lived intangible assets, Net
16,613 
21,675 
Deferred Loan Origination Costs
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
9,769 
9,358 
Finite-lived intangible assets, Accumulated amortization
3,671 
2,172 
Finite-lived intangible assets, Net
6,098 
7,186 
Other [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
5,099 
3,675 
Finite-lived intangible assets, Accumulated amortization
2,126 
1,428 
Finite-lived intangible assets, Net
2,973 
2,247 
Trade Names [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Other Indefinite-lived Intangible Assets, Gross Carrying Amount
784,058 
784,058 
Other Indefinite-lived Intangible Assets, Accumulated Amortization
6,508 
6,508 
Other Indefinite-lived Intangible Assets
777,550 
777,550 
Contractual Rights [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Other Indefinite-lived Intangible Assets, Gross Carrying Amount
42,182 
33,850 
Other Indefinite-lived Intangible Assets, Accumulated Amortization
0 
0 
Other Indefinite-lived Intangible Assets
42,182 
33,850 
Liquor Licenses [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Other Indefinite-lived Intangible Assets, Gross Carrying Amount
16,000 
16,000 
Other Indefinite-lived Intangible Assets, Accumulated Amortization
0 
0 
Other Indefinite-lived Intangible Assets
$ 16,000 
$ 16,000 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Accrued Expenses And Other Current Liabilities [Abstract]
 
 
Wage and other employee-related accrued expenses
$ 36,319 
$ 26,019 
Franchise agreement termination accrual
1,769 
4,399 
Accrued tax expense
93,962 
102,473 
Accrued insurance
20,586 
32,716 
Accrued environmental
6,519 
7,600 
Accrued interest expense
56,239 
28,494 
Deposits and other
105,955 
106,238 
Total
$ 321,349 
$ 307,939 
Long-Term Debt (Details) (USD $)
Sep. 30, 2016
Dec. 31, 2015
Sep. 30, 2016
Term Loan [Member]
Dec. 31, 2015
Term Loan [Member]
Sep. 30, 2016
2014 Revolver [Member]
Dec. 31, 2015
2014 Revolver [Member]
Sep. 30, 2016
6.375% Senior Notes Due 2023 [Member]
Senior Notes [Member]
Dec. 31, 2015
6.375% Senior Notes Due 2023 [Member]
Senior Notes [Member]
Apr. 1, 2015
6.375% Senior Notes Due 2023 [Member]
Senior Notes [Member]
Sep. 30, 2016
5.500% Senior Notes Due 2020 [Member]
Senior Notes [Member]
Dec. 31, 2015
5.500% Senior Notes Due 2020 [Member]
Senior Notes [Member]
Jul. 20, 2015
5.500% Senior Notes Due 2020 [Member]
Senior Notes [Member]
Sep. 30, 2016
6.250% Senior Notes Due 2021 [Member]
Senior Notes [Member]
Apr. 7, 2016
6.250% Senior Notes Due 2021 [Member]
Senior Notes [Member]
Dec. 31, 2015
6.250% Senior Notes Due 2021 [Member]
Senior Notes [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term Loan
 
 
$ 1,243,000,000 
$ 0 
 
 
 
 
$ 800,000,000.0 
 
 
$ 600,000,000.0 
 
$ 800,000,000.0 
 
Sale leaseback financing obligation
118,604,000 
121,992,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of credit
958,236,000 
450,000,000 
 
 
958,236,000 
450,000,000 
 
 
 
 
 
 
 
 
 
Senior notes
 
 
 
 
 
 
800,000,000 
800,000,000 
 
600,000,000 
600,000,000 
 
800,000,000 
 
0 
Interest rate, stated percentage
 
 
 
 
 
 
6.375% 
 
6.375% 
5.50% 
 
5.50% 
6.25% 
6.25% 
 
Capital lease obligation and notes payable
702,000 
3,975,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt
4,520,542,000 
1,975,967,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: current maturities
5,010,000 
5,084,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: debt issuance costs
42,102,000 
18,352,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt, net of current maturities
$ 4,473,430,000 
$ 1,952,531,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt (Term Loan) (Details) (USD $)
9 Months Ended
Sep. 30, 2016
Each Quarter through March 31, 2017 [Member]
Sep. 30, 2016
Term Loan [Member]
Dec. 31, 2015
Term Loan [Member]
Sep. 30, 2016
Term Loan [Member]
Each Quarter after March 31, 2017 [Member]
Sep. 30, 2016
Maximum [Member]
Sep. 30, 2016
Maximum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 30, 2016
Maximum [Member]
Applicable Margin on Base Rate Loan [Member]
Sep. 30, 2016
Minimum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 30, 2016
Minimum [Member]
Applicable Margin on Base Rate Loan [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
Face amount
 
$ 1,243,000,000 
$ 0 
 
$ 2,035,000,000.000 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
2.50% 
1.50% 
1.50% 
0.50% 
Maximum funded debt to EBITDA ratio
625.00% 
 
 
550.00% 
 
 
 
 
 
Maximum funded debt to EBITDA ratio, subject to future acquisitions
 
 
 
600.00% 
 
 
 
 
 
Long-Term Debt (5.500% Senior Notes Due 2020) (Details) (USD $)
9 Months Ended 0 Months Ended 0 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Jul. 20, 2015
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Sep. 30, 2016
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Jul. 20, 2015
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Oct. 4, 2016
Subsequent Event [Member]
Senior Notes [Member]
5.500% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
Face amount
 
 
 
 
$ 600,000,000.0 
 
Interest rate, stated percentage
 
 
 
5.50% 
5.50% 
 
Proceeds from issuance of Senior Notes
2,835,000,000 
1,400,000,000 
592,500,000 
 
 
 
Liquidated damages in the form of additional interest
 
 
 
 
 
$ 300,000 
Long-Term Debt (6.250% Senior Notes Due 2021) (Details) (USD $)
9 Months Ended 0 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Apr. 7, 2016
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Sep. 30, 2016
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Apr. 7, 2016
Senior Notes [Member]
6.250% Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
Face amount
 
 
 
 
$ 800,000,000.0 
Interest rate, stated percentage
 
 
 
6.25% 
6.25% 
Proceeds from issuance of long-term debt
$ 2,835,000,000 
$ 1,400,000,000 
$ 789,400,000 
 
 
Long-Term Debt (6.375% Senior Notes Due 2023) (Details) (USD $)
9 Months Ended 0 Months Ended 0 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Apr. 1, 2015
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Sep. 30, 2016
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Apr. 1, 2015
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Oct. 4, 2016
Subsequent Event [Member]
Senior Notes [Member]
6.375% Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
Face amount
 
 
 
 
$ 800,000,000.0 
 
Interest rate, stated percentage
 
 
 
6.375% 
6.375% 
 
Proceeds from issuance of Senior Notes
2,835,000,000 
1,400,000,000 
786,500,000 
 
 
 
Liquidated damages in the form of additional interest
 
 
 
 
 
$ 1,600,000 
Long-Term Debt (Revolving Credit Agreement) (Details) (USD $)
9 Months Ended 0 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Apr. 4, 2013
dealer
Sep. 30, 2016
Minimum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 30, 2016
Minimum [Member]
Applicable Margin on Base Rate Loan [Member]
Sep. 30, 2016
Maximum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 30, 2016
Maximum [Member]
Applicable Margin on Base Rate Loan [Member]
Sep. 30, 2016
2014 Revolver [Member]
Dec. 31, 2015
2014 Revolver [Member]
Sep. 30, 2016
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 2, 2015
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Apr. 10, 2015
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Incremental Addition to One Month LIBOR [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Incremental Addition to Federal Funds Rate [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Minimum [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Minimum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Minimum [Member]
Applicable Margin on Base Rate Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Maximum [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Maximum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Maximum [Member]
Applicable Margin on Base Rate Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Minimum [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Minimum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Minimum [Member]
Applicable Margin on Base Rate Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Maximum [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
External Credit Rating, Investment Grade [Member]
Maximum [Member]
Applicable Margin on LIBOR Loan [Member]
Sep. 25, 2014
Revolving Credit Agreement [Member]
Predecessor [Member]
2012 Revolver [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Maximum Borrowing Capacity
 
 
 
 
 
 
 
 
 
 
 
$ 1,500,000,000.0 
$ 1,250,000,000.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 400,000,000 
Line of Credit Facility, Additional Borrowing Capacity
 
 
 
 
 
 
 
 
 
 
 
250,000,000 
250,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
1.50% 
0.50% 
2.50% 
1.50% 
 
 
 
 
 
 
1.00% 
0.50% 
 
1.50% 
0.50% 
 
2.50% 
1.50% 
0.125% 
1.125% 
 
1.00% 
2.00% 
 
Commitment fee percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.25% 
 
 
0.35% 
 
 
 
 
0.125% 
0.275% 
 
 
Consolidated total leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
550.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Covenant, Adjusted Leverage Ratio During Acquisition Period
 
 
 
 
 
 
 
 
 
 
625.00% 
 
600.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum Purchase Price Threshold For Leverage Ratio Adjustment
 
 
 
 
 
 
 
 
 
 
 
 
50,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Additional Collateral For Debt
 
 
 
 
 
 
 
 
 
 
 
 
66.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving line of credit
958,236,000 
450,000,000 
 
 
 
 
 
958,236,000 
450,000,000 
958,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of Credit Outstanding, Amount
 
 
 
 
 
 
 
 
 
23,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current borrowing capacity
 
 
 
 
 
 
 
 
 
$ 518,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number Of Dealer Operated Sites
 
 
50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt (Sale Leaseback Financing Obligation) (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Apr. 4, 2013
company
dealer
Debt Disclosure [Abstract]
 
 
 
Number of companies completed sale leaseback transaction
 
 
2 
Number of dealer operated sites
 
 
50 
Sale Leaseback Transaction, Imputed Interest Rate
5.125% 
 
 
Sale leaseback financing obligation
$ 118,604 
$ 121,992 
 
Long-Term Debt (Other Debt) (Details) (Other Notes Payables [Member], USD $)
Sep. 30, 2016
Notes Payable, Six Percent [Member]
Dec. 31, 2015
Notes Payable, Six Percent [Member]
Jul. 8, 2010
Notes Payable, Six Percent [Member]
Sep. 30, 2016
Notes Payable, Four Percent [Member]
Dec. 31, 2015
Notes Payable, Four Percent [Member]
Sep. 30, 2013
Notes Payable, Four Percent [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
Face amount
 
 
$ 1,200,000.0 
 
 
$ 3,000,000.0 
Other Notes Payable, Noncurrent
$ 0 
$ 1,000,000 
 
$ 0 
$ 2,500,000 
 
Interest rate, stated percentage
6.00% 
 
 
4.00% 
 
 
Fair Value Measurements (Details) (Fair Value, Inputs, Level 3 [Member], USD $)
In Billions, unless otherwise specified
Sep. 30, 2016
Fair Value, Inputs, Level 3 [Member]
 
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
 
Debt at fair value
$ 4.6 
Commitments And Contingencies (Leases) (Details)
9 Months Ended
Sep. 30, 2016
Minimum [Member]
 
Operating Leased Assets [Line Items]
 
Lease term
5 years 
Maximum [Member]
 
Operating Leased Assets [Line Items]
 
Lease term
15 years 
Commitments And Contingencies (Leases, Schedule of Rent Expense) (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Cash rent:
 
 
 
 
Store base rent
$ 30,682,000 
$ 30,871,000 
$ 87,713,000 
$ 91,088,000 
Equipment and other rent
4,565,000 
5,024,000 
15,478,000 
14,686,000 
Total cash rent
35,247,000 
35,895,000 
103,191,000 
105,774,000 
Non-cash rent:
 
 
 
 
Straight-line rent
984,000 
805,000 
2,136,000 
548,000 
Amortization of deferred gain
0 
(253,000)
0 
(758,000)
Net rent expense
36,231,000 
36,447,000 
105,327,000 
105,564,000 
Store base rent, sublease rental income
6,200,000 
6,600,000 
17,900,000 
20,500,000 
Store base rent, contingent rent expense
$ 7,900,000 
$ 9,000,000 
$ 17,100,000 
$ 19,000,000 
Interest Expense, net (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Interest Expense and Interest Income [Line Items]
 
 
 
 
Tax at statutory federal rate
$ 17,452 
$ 22,692 
$ 65,656 
$ 78,632 
Interest expense
53,775 
27,918 
131,905 
57,501 
Amortization of deferred financing fees
3,608 
1,089 
7,608 
2,291 
Interest income
(3,094)
(490)
(6,948)
(2,100)
Interest expense, net
54,289 
28,517 
132,565 
57,692 
Variable Interest Entity, Primary Beneficiary [Member]
 
 
 
 
Interest Expense and Interest Income [Line Items]
 
 
 
 
Interest expense, net
 
$ 2,300 
 
$ 7,000 
Income Tax Expense (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Income Tax Disclosure [Abstract]
 
 
 
 
Tax at statutory federal rate
$ 17,452 
$ 22,692 
$ 65,656 
$ 78,632 
Partnership earnings not subject to tax
(20,784)
(8,688)
(76,648)
(47,422)
State and local tax, net of federal benefit
576 
14,395 
12,772 
14,818 
Other
8,066 
1,725 
7,110 
1,085 
Net income tax expense
$ 5,310 
$ 30,124 
$ 8,890 
$ 47,113 
Partners' Capital (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended 12 Months Ended 9 Months Ended
Aug. 21, 2015
Mar. 31, 2016
Sep. 30, 2016
Dec. 31, 2015
Sep. 30, 2016
Class C Units [Member]
Dec. 31, 2015
Class C Units [Member]
Jan. 1, 2016
Class C Units [Member]
Sep. 30, 2016
Common Units - Public [Member]
Dec. 31, 2015
Common Units - Public [Member]
Sep. 30, 2016
Parent Company [Member]
Sep. 30, 2016
Parent Company [Member]
Common Units [Member]
Jan. 1, 2016
Aloha Petroleum, Ltd [Member]
Class C Units [Member]
Jan. 1, 2016
Subsidiaries [Member]
Class C Units [Member]
Aug. 21, 2015
ETP Merger [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited partners' capital account, units outstanding (in shares)
 
 
95,339,786 
87,365,706 
 
 
 
49,588,960 
49,588,960 
 
45,750,826 
5,242,113 
11,168,667 
 
Percentage of membership interest acquired
100.00% 
 
100.00% 
 
 
 
 
 
 
40.90% 
 
 
 
 
Units sold in private placement (in shares)
 
2,263,158 
2,263,158 
 
 
 
 
 
 
 
 
 
 
 
Partnership registration statement filing period
 
 
45 days 
 
 
 
 
 
 
 
 
 
 
 
Common unit, issuance value (in dollars per share)
 
 
 
 
 
$ 38.5856 
 
 
 
 
 
 
 
 
Number of trading days in period
 
 
 
 
 
5 years 
 
 
 
 
 
 
 
 
Eligible distributions per unit (in dollars per share)
 
 
 
 
$ 0.8682 
 
 
 
 
 
 
 
 
 
Other certain allocation percentage
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
Cash distributions
 
 
 
 
$ 42.7 
 
 
 
 
 
 
 
 
 
Units exchanged (in shares)
 
 
 
 
16,410,780 
 
16,410,780 
 
 
 
 
 
 
21,000,000 
Partners' Capital (Schedule of Common Units) (Details)
3 Months Ended 9 Months Ended
Mar. 31, 2016
Sep. 30, 2016
Partners' Capital [Abstract]
 
 
Number of common units at December 31, 2015 (in shares)
87,365,706 
87,365,706 
Common units issued in connection with acquisitions (in shares)
 
5,710,922 
Common units issued in connection with the PIPE Transaction (in shares)
2,263,158 
2,263,158 
Number of common units at September 30, 2016 (in shares)
 
95,339,786 
Partners' Capital (Allocations of Net Income) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Schedule of Partners' Capital [Line Items]
 
 
 
 
Limited partners’ interest in net income
 
$ 18,754 
 
$ 43,055 
Common Units [Member]
 
 
 
 
Schedule of Partners' Capital [Line Items]
 
 
 
 
Distributions
78,889 
39,039 
235,514 
76,172 
Distributions in excess of income
(55,640)
(24,035)
(119,888)
(44,349)
Limited partners’ interest in net income
23,249 
15,004 
115,626 
31,823 
Cash distribution per common unit (in shares)
$ 0.8255 
$ 0.7454 
$ 2.4683 
$ 2.0838 
Subordinated Units-Affiliated [Member]
 
 
 
 
Schedule of Partners' Capital [Line Items]
 
 
 
 
Distributions
0 
8,154 
0 
22,796 
Distributions in excess of income
0 
(4,404)
0 
(11,564)
Limited partners’ interest in net income
$ 0 
$ 3,750 
$ 0 
$ 11,232 
Partners' Capital (Incentive Distribution Rights) (Details)
9 Months Ended
Sep. 30, 2016
Minimum Quarterly Distribution [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.4375 
Minimum Quarterly Distribution [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
100.00% 
Minimum Quarterly Distribution [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
0.00% 
First Target Distribution [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
100.00% 
First Target Distribution [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
0.00% 
First Target Distribution [Member] |
Minimum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.4375 
First Target Distribution [Member] |
Maximum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.5031250 
Second Target Distribution [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
85.00% 
Second Target Distribution [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
15.00% 
Second Target Distribution [Member] |
Minimum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.503125 
Second Target Distribution [Member] |
Maximum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.546875 
Third Target Distribution [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
75.00% 
Third Target Distribution [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
25.00% 
Third Target Distribution [Member] |
Minimum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.546875 
Third Target Distribution [Member] |
Maximum [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.656250 
Distributions Thereafter [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Total quarterly distribution per common unit target amount (in dollars per share)
$ 0.656250 
Distributions Thereafter [Member] |
Common Units [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
50.00% 
Distributions Thereafter [Member] |
Incentive Distribution Rights [Member]
 
Distribution Made To Managing Member Or General Partner [Line Items]
 
Marginal percentage interest in distributions
50.00% 
Partners' Capital (Cash Distributions) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended
Aug. 15, 2016
May 16, 2016
Feb. 16, 2016
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Nov. 15, 2016
Scenario, Forecast [Member]
Distribution Made To Managing Member Or General Partner [Line Items]
 
 
 
 
 
 
 
 
Per Unit Distribution (in dollars per share)
$ 0.8255 
$ 0.8173 
$ 0.8013 
 
 
 
 
$ 0.8255 
Total Cash Distribution
$ 78,703 
$ 77,921 
$ 70,006 
 
 
$ 285,895 
$ 64,798 
$ 78,889 
Distribution to IDR Holders
$ 20,348 
$ 19,566 
$ 16,532 
$ 20,396 
$ 8,441 
$ 60,311 
$ 13,252 
$ 20,396 
Unit-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Non-cash equity based compensation expense
$ 3,017 
$ 2,132 
$ 9,455 
$ 5,886 
Phantom common units [Member]
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Non-cash equity based compensation expense
2,533 
1,720 
7,881 
4,756 
Allocated from ETP [Member]
 
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
$ 484 
$ 412 
$ 1,574 
$ 1,130 
Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 30, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
1 year 2 months 5 days 
Phantom common units [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options
$ 27.1 
Fair Value Of Nonvested Service Phantom Units
45.1 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
2 years 8 months 27 days 
ETP Merger [Member] |
Phantom common units [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
$ 0.4 
Share Based Compensation Award Tranche One [Member] |
Phantom common units [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage
60.00% 
Share Based Compensation Award Tranche One [Member] |
Minimum [Member] |
Phantom common units [Member] |
Non-employee director [Member] |
2012 Long Term Incentive Plan [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Vesting Period
1 year 
Share Based Compensation Award Tranche One [Member] |
Maximum [Member] |
Non-employee director [Member] |
2012 Long Term Incentive Plan [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Vesting Period
3 years 
Share Based Compensation Award Tranche One [Member] |
Maximum [Member] |
Phantom common units [Member] |
Non-employee director [Member] |
2012 Long Term Incentive Plan [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Vesting Period
3 years 
Share Based Compensation Award Tranche Two [Member] |
Phantom common units [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage
40.00% 
Share Based Compensation Award Tranche Two [Member] |
Minimum [Member] |
Phantom common units [Member] |
Employee [Member] |
2012 Long Term Incentive Plan [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Vesting Period
2 years 
Share Based Compensation Award Tranche Two [Member] |
Maximum [Member] |
Phantom common units [Member] |
Employee [Member] |
2012 Long Term Incentive Plan [Member]
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
Vesting Period
5 years 
Unit-Based Compensation (Phantom Common Unit Awards) (Details) (USD $)
9 Months Ended 12 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share)
$ 41.19 
$ 45.50 
Granted, Weighted Average Grant Date Fair Value (in dollars per share)
$ 33.61 
$ 40.63 
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)
$ 39.62 
$ 50.71 
Non-vested at end of period, Weighted Average Grant Date Fair Value (in dollars per share)
$ 41.07 
$ 41.19 
Phantom common units [Member]
 
 
Nonvested, Number of Shares [Roll Forward]
 
 
Non-vested at beginning of period (in shares)
1,147,048 
241,235 
Granted (in shares)
35,040 
993,134 
Forfeited (in shares)
(84,846)
(87,321)
Non-vested at end of period (in shares)
1,097,242 
1,147,048 
Unit-Based Compensation (Cash Awards) - Additional Information (Details) (USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 9 Months Ended
Sep. 30, 2015
Jan. 31, 2015
Sep. 30, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Weighted average period
 
 
1 year 2 months 5 days 
Long-Term Cash Restricted Unit Plan [Member] |
Cash Awards [Member]
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Granted (in shares)
1,000 
30,710 
 
Forfeited (in shares)
 
 
3,470 
Fair value of nonvested awards outstanding
 
 
$ 1.4 
Unrecognized compensation cost
 
 
$ 0.5 
Long-Term Cash Restricted Unit Plan [Member] |
Cash Awards [Member] |
Share Based Compensation Award Tranche One [Member]
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Vesting percentage of awards granted
 
 
100.00% 
Maximum [Member] |
Director [Member] |
2012 Long Term Incentive Plan [Member] |
Share Based Compensation Award Tranche One [Member]
 
 
 
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
 
 
 
Vesting Period
 
 
3 years 
Segment Reporting - Additional Information (Details)
9 Months Ended
Sep. 30, 2016
segment
Segment Reporting Information [Line Items]
 
Number of operating segments
2 
Number of reportable segments
2 
Minimum [Member] |
Wholesale Segment [Member]
 
Segment Reporting Information [Line Items]
 
Number of states in which entity operates
30 
Minimum [Member] |
Retail Segment [Member]
 
Segment Reporting Information [Line Items]
 
Number of states in which entity operates
20 
Segment Reporting (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Segment Reporting Information [Line Items]
 
 
 
 
 
Retail motor fuel
$ 1,401,830 
$ 1,580,815 
$ 3,876,542 
$ 4,597,670 
 
Wholesale motor fuel sales to third parties
2,026,454 
2,664,186 
5,544,905 
7,946,323 
 
Wholesale motor fuel sales to affiliates
28,226 
3,779 
45,065 
8,718 
 
Merchandise
605,275 
589,299 
1,705,963 
1,633,102 
 
Rental income
22,883 
20,949 
67,582 
61,265 
 
Other
52,649 
47,744 
151,740 
136,630 
 
Intersegment
0 
0 
0 
0 
 
Total revenues
4,137,317 
4,906,772 
11,391,797 
14,383,708 
 
Gross Profit, Motor Fuel - Retail
179,003 
196,002 
447,883 
483,207 
 
Gross Profit, Motor Fuel - Wholesale
138,169 
76,174 
453,887 
331,711 
 
Gross Profit, Merchandise
192,292 
185,120 
545,962 
510,132 
 
Gross Profit, Other
67,923 
67,462 
208,965 
194,151 
 
Gross profit
577,387 
524,758 
1,656,697 
1,519,201 
 
Total operating expenses
473,237 
431,406 
1,336,545 
1,236,845 
 
Income from operations
104,150 
93,352 
320,152 
282,356 
 
Interest expense, net
54,289 
28,517 
132,565 
57,692 
 
Income before income taxes
49,861 
64,835 
187,587 
224,664 
 
Net income tax expense
5,310 
30,124 
8,890 
47,113 
 
Net income and comprehensive income
44,551 
34,711 
178,697 
177,551 
 
Depreciation, amortization and accretion
77,628 
65,984 
234,418 
202,927 
 
EBITDA
181,778 
159,336 
554,570 
485,283 
 
Non-cash compensation expense
3,017 
2,132 
9,455 
5,886 
 
Loss (gain) on disposal of assets
203 
747 
2,918 
894 
 
Unrealized loss on commodity derivatives
5,689 
735 
8,534 
2,926 
 
Inventory fair value adjustments
(1,767)
90,763 
(63,797)
34,146 
 
Adjusted EBITDA
188,920 
253,713 
511,680 
529,135 
 
Capital expenditures
110,668 
140,768 
290,560 
342,429 
 
Total assets at end of period
8,997,001 
8,841,819 
8,997,001 
8,841,819 
8,841,819 
Retail Segment [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Income before income taxes
 
 
(21,004)
 
 
Operating Segments [Member] |
Wholesale Segment [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Retail motor fuel
0 
0 
0 
0 
 
Wholesale motor fuel sales to third parties
2,026,454 
2,664,186 
5,544,905 
7,946,323 
 
Wholesale motor fuel sales to affiliates
28,226 
3,779 
45,065 
8,718 
 
Merchandise
0 
0 
0 
0 
 
Rental income
19,353 
11,333 
57,210 
34,327 
 
Other
13,331 
5,996 
30,164 
17,876 
 
Intersegment
1,006,088 
1,183,629 
2,698,542 
3,519,958 
 
Total revenues
3,093,452 
3,868,923 
8,375,886 
11,527,202 
 
Gross Profit, Motor Fuel - Retail
0 
0 
0 
0 
 
Gross Profit, Motor Fuel - Wholesale
138,169 
76,174 
453,887 
331,711 
 
Gross Profit, Merchandise
0 
0 
0 
0 
 
Gross Profit, Other
26,629 
16,099 
78,974 
48,588 
 
Gross profit
164,798 
92,273 
532,861 
380,299 
 
Total operating expenses
103,775 
89,527 
282,966 
253,549 
 
Income from operations
61,023 
2,746 
249,895 
126,750 
 
Interest expense, net
13,198 
13,106 
41,304 
33,293 
 
Income before income taxes
47,825 
(10,360)
208,591 
93,457 
 
Net income tax expense
507 
39 
1,361 
898 
 
Net income and comprehensive income
47,318 
(10,399)
207,230 
92,559 
 
Depreciation, amortization and accretion
21,819 
13,571 
60,427 
47,821 
 
EBITDA
82,842 
16,317 
310,322 
174,571 
 
Non-cash compensation expense
1,516 
1,697 
4,600 
3,361 
 
Loss (gain) on disposal of assets
(599)
921 
(1,396)
1,069 
 
Unrealized loss on commodity derivatives
5,689 
735 
8,534 
2,926 
 
Inventory fair value adjustments
(1,581)
87,307 
(60,920)
32,200 
 
Adjusted EBITDA
87,867 
106,977 
261,140 
214,127 
 
Capital expenditures
34,382 
17,610 
78,369 
98,283 
 
Total assets at end of period
2,938,747 
2,925,842 
2,938,747 
2,925,842 
 
Operating Segments [Member] |
Retail Segment [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Retail motor fuel
1,401,830 
1,580,815 
3,876,542 
4,597,670 
 
Wholesale motor fuel sales to third parties
0 
0 
0 
0 
 
Wholesale motor fuel sales to affiliates
0 
0 
0 
0 
 
Merchandise
605,275 
589,299 
1,705,963 
1,633,102 
 
Rental income
3,530 
9,616 
10,372 
26,938 
 
Other
39,318 
41,748 
121,576 
118,754 
 
Intersegment
37,978 
34,202 
99,253 
93,907 
 
Total revenues
2,087,931 
2,255,680 
5,813,706 
6,470,371 
 
Gross Profit, Motor Fuel - Retail
179,003 
196,002 
447,883 
483,207 
 
Gross Profit, Motor Fuel - Wholesale
0 
0 
0 
0 
 
Gross Profit, Merchandise
192,292 
185,120 
545,962 
510,132 
 
Gross Profit, Other
41,294 
51,363 
129,991 
145,563 
 
Gross profit
412,589 
432,485 
1,123,836 
1,138,902 
 
Total operating expenses
369,462 
341,879 
1,053,579 
983,296 
 
Income from operations
43,127 
90,606 
70,257 
155,606 
 
Interest expense, net
41,091 
15,411 
91,261 
24,399 
 
Income before income taxes
2,036 
75,195 
 
131,207 
 
Net income tax expense
4,803 
30,085 
7,529 
46,215 
 
Net income and comprehensive income
(2,767)
45,110 
(28,533)
84,992 
 
Depreciation, amortization and accretion
55,809 
52,413 
173,991 
155,106 
 
EBITDA
98,936 
143,019 
244,248 
310,712 
 
Non-cash compensation expense
1,501 
435 
4,855 
2,525 
 
Loss (gain) on disposal of assets
802 
(174)
4,314 
(175)
 
Unrealized loss on commodity derivatives
0 
0 
0 
0 
 
Inventory fair value adjustments
(186)
3,456 
(2,877)
1,946 
 
Adjusted EBITDA
101,053 
146,736 
250,540 
315,008 
 
Capital expenditures
76,286 
123,158 
212,191 
244,146 
 
Total assets at end of period
6,058,254 
5,915,977 
6,058,254 
5,915,977 
 
Intersegment Eliminations
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Intersegment
(1,044,066)
(1,217,831)
(2,797,795)
(3,613,865)
 
Total revenues
$ (1,044,066)
$ (1,217,831)
$ (2,797,795)
$ (3,613,865)
 
Net Income per Unit (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 9 Months Ended
Aug. 15, 2016
May 16, 2016
Feb. 16, 2016
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Earnings Per Share Basic [Line Items]
 
 
 
 
 
 
 
Net income and comprehensive income
 
 
 
$ 44,551 
$ 34,711 
$ 178,697 
$ 177,551 
Less: Net income and comprehensive income attributable to noncontrolling interest
 
 
 
0 
852 
0 
2,545 
Less: Preacquisition income allocated to general partner
 
 
 
0 
6,315 
0 
117,728 
Net income and comprehensive income attributable to partners
 
 
 
44,551 
27,544 
178,697 
57,278 
Less: Incentive distribution rights
20,348 
19,566 
16,532 
20,396 
8,441 
60,311 
13,252 
Less: Distributions on nonvested phantom unit awards
 
 
 
906 
349 
2,760 
971 
Limited partners’ interest in net income
 
 
 
 
18,754 
 
43,055 
Common Units [Member]
 
 
 
 
 
 
 
Earnings Per Share Basic [Line Items]
 
 
 
 
 
 
 
Limited partners’ interest in net income
 
 
 
23,249 
15,004 
115,626 
31,823 
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Common - basic (in shares)
 
 
 
95,339,786 
43,772,026 
92,720,563 
30,994,016 
Common - equivalents (in shares)
 
 
 
74,658 
116 
74,658 
116 
Common - diluted (in shares)
 
 
 
95,414,444 
43,772,142 
92,795,221 
30,994,132 
Net income per limited partner unit (basic and diluted) (in dollars per share)
 
 
 
$ 0.24 
$ 0.30 
$ 1.25 
$ 0.96 
Subordinated Units [Member]
 
 
 
 
 
 
 
Earnings Per Share Basic [Line Items]
 
 
 
 
 
 
 
Limited partners’ interest in net income
 
 
 
$ 0 
$ 3,750 
$ 0 
$ 11,232 
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
Subordinated - basic and diluted (in shares)
 
 
 
0 
10,939,436 
0 
10,939,436 
Net income per limited partner unit (basic and diluted) (in dollars per share)
 
 
 
$ 0.00 
$ 0.52 
$ 0.00 
$ 1.21 
Related-Party Transactions - Additional Information (Details) (USD $)
3 Months Ended 9 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
agreement
Sep. 30, 2015
Dec. 31, 2015
Sep. 30, 2016
2014 Revolver [Member]
Sep. 30, 2016
Philadelphia Energy Solutions Refining and Marketing [Member]
agreement
Sep. 30, 2016
Merrill Lynch Commodities [Member]
agreement
Sep. 25, 2012
Susser [Member]
store
Sep. 30, 2016
Susser [Member]
store
Sep. 30, 2016
Sunoco Retail LLC [Member]
Sep. 30, 2016
Affiliated Entity [Member]
Sep. 30, 2015
Affiliated Entity [Member]
Sep. 30, 2016
Affiliated Entity [Member]
Sep. 30, 2015
Affiliated Entity [Member]
Dec. 31, 2015
Affiliated Entity [Member]
Sep. 30, 2016
Affiliated Entity [Member]
Sunoco LLC [Member]
Dec. 31, 2015
Affiliated Entity [Member]
Sunoco LLC [Member]
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Related products purchase agreements
 
 
2 
 
 
 
1 
1 
 
 
 
 
 
 
 
 
 
 
Purchase agreements renewal term
 
 
12 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution agreement term
 
 
 
 
 
 
 
 
 
10 years 
10 years 
 
 
 
 
 
 
 
Profit margin
 
 
 
 
 
 
 
 
 
0.03 
0.04 
 
 
 
 
 
 
 
Purchase option term
 
 
 
 
 
 
 
 
3 years 
 
 
 
 
 
 
 
 
 
Number of convenience stores
 
 
 
 
 
 
 
 
75 
 
 
 
 
 
 
 
 
 
Commercial agreement, initial term
 
 
 
 
 
 
 
 
15 years 
 
 
 
 
 
 
 
 
 
Exclusive distributor, term
 
 
 
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
Number of convenience stores, sale lease back transactions completed
 
 
 
 
 
 
 
 
 
75 
 
 
 
 
 
 
 
 
Advances to affiliates
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 365,500,000 
Advances from affiliates
62,716,000 
 
62,716,000 
 
0 
 
 
 
 
 
 
 
 
 
 
 
62,700,000 
 
Repayment of Line of credit
 
 
1,692,224,000 
513,046,000 
 
175,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Receivables from affiliates
8,790,000 
 
8,790,000 
 
8,074,000 
 
 
 
 
 
 
8,800,000 
 
8,800,000 
 
8,100,000 
 
 
Accounts payable to affiliates
31,635,000 
 
31,635,000 
 
14,988,000 
 
 
 
 
 
 
31,600,000 
 
31,600,000 
 
15,000,000 
 
 
Motor fuel sales to affiliates
28,226,000 
3,779,000 
45,065,000 
8,718,000 
 
 
 
 
 
 
 
28,200,000 
3,800,000 
45,100,000 
8,700,000 
 
 
 
Bulk fuel purchase from affiliates
 
 
 
 
 
 
 
 
 
 
 
$ 493,500,000 
$ 549,000,000 
$ 1,400,000,000 
$ 2,000,000,000 
 
 
 
Subsequent Events (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended 0 Months Ended 1 Months Ended
Dec. 31, 2015
Oct. 12, 2016
Subsequent Event [Member]
Denny Oil Company [Member]
property
location
Nov. 7, 2016
Subsequent Event [Member]
Common Units [Member]
Oct. 4, 2016
Subsequent Event [Member]
Common Units [Member]
Subsequent Event [Line Items]
 
 
 
 
Sale of units, amount authorized
 
 
 
$ 400 
Sale of units (in shares)
 
 
225,834 
 
Net proceeds from sale of units
 
 
6.5 
 
Business acquisition total purchase price
$ 24.6 
$ 54.6 
 
 
Number of company-operated locations
 
6 
 
 
Number of dealer-operated locations
 
6 
 
 
Number of fee properties
 
13