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slide1

Susser Petroleum Partners LP

NAPTP 2013 MLP Investor Conference

May 22, 2013

safe harbor
Safe Harbor

Some of the statements in this presentation constitute “forward-looking statements” about Susser Petroleum Partners and/or Susser Holdings Corporation that involve risks, uncertainties and assumptions, including without limitation, our discussion and analysis of our financial condition and results of operations. These forward-looking statements generally can be identified by use of phrases such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast” or other similar words or phrases in conjunction with a discussion of future operating or financial performance. Descriptions of our, or Susser Holdings’, objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings, expansion of our foodservice offerings, potential acquisitions, and potential new store openings and dealer locations, are also forward-looking statements. These statements represent our present expectations or beliefs concerning future events and are not guarantees. Such statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

We caution that forward-looking statements involve risks and uncertainties and are qualified by important factors that could cause actual events or results to differ materially from those expressed or implied in any such forward-looking statements. For a discussion of these factors and other risks and uncertainties, please refer to our filings with the Securities and Exchange Commission (“the SEC”), including those contained in our Annual Report on Form 10-K for our most recent fiscal year and any subsequent Quarterly Reports on Form 10-Q—all of which are available at the SEC’s website at www.sec.gov. We intend the forward-looking statements in this presentation to be covered by the Safe Harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purpose of complying with these Safe Harbor provisions.

This presentation is not a prospectus and is not an offer to sell securities. Before you invest, you should read our filings with the SEC for more complete information about us.

evolution of our business past and present
Evolution of Our Business – Past and Present

Retail Stripes Site

Wholesale Dealer Site

we are a key player in the motor fuels value chain
We are a Key Player in the Motor Fuels Value Chain

Motor Fuels Value Chain

  • We operate within the wholesale distribution segment of the Motor Fuels Value Chain
    • We generate a profit margin by distributing motor fuel to Stripes® c-stores and third-party customers
    • Stripes and third-party customers then in turn sell motor fuel to their customers
  • We are the highest volume independent motor fuel distributor in Texas
    • We are among the largest domestic distributors of Valero and Chevron branded motor fuel
    • Our scale provides direct access to refineries and supply
  • Convenience stores represent an attractive segment
    • Resilient growth – 2012 marks tenth consecutive year of industry-wide merchandise sales growth
    • $700 billion in sales, 149,000+ stores (1)
  • Source: 2012 NACS State of the Industry Annual Reports.
slide5

Stable & Growing Operating and Financial Performance

Gallons Sold (1)

Fuel Gross Profit (1)

2009 – LTM Q1’13 CAGR: 12.5%

2009 – LTM Q1’13 CAGR: 6.3%

Cents Per Gallon – Motor Fuel Margin (1)

  • ____________________
  • Pro forma for the Parent distribution contract and application of this contract to Stripes & consignment volumes for all historic periods shown prior to IPO. Actual results following IPO.
  • Represents supply dealers and other commercial customers.
diverse and stable sources of cash flow
Diverse and Stable Sources of Cash Flow

Gallons Sold by Channel (1)

  • We distribute 1.5 billion gallons of motor fuel annually to:
    • ~560 Stripes® convenience stores (exclusive supplier)
    • ~90 third party consignment locations
    • ~490 third-party dealer locations
    • > 1,700 active commercial customers
  • Stable rental income from real estate that is leased or subleased

Commercial

Third-Party

Dealer

Stripes

Consignment Locations

~90% of Volumes Sold Pursuant to Long-Term Fee-Based Contracts (2)

____________________

Gallons based on LTM Q1’13results (period ending March 30, 2013).

Pro forma for SHC distribution contract.

slide7

Our Strong, Long-Term Supplier Relationships

  • Valuable supply contracts with major oil companies and refiners
    • More than 20 branded and unbranded suppliers
  • Long-term relationships with suppliers provides attractive terms and ability to grow
  • Among the largest U.S. branded distributors of Valero and Chevron/Texaco motor fuel

Key Brands

Overview

2012 Volumes by Supplier

our parent susser holdings corporation
Our Parent – Susser Holdings Corporation
  • Largest combined retail / wholesale footprint in the fast-growing Southwest
    • ~1,140 locations (retail, consignment and contracted branded dealers, including SUSP)
  • Strong financial position:
    • $998 mm merchandise sales (LTM Q1’13)
    • $192 mm Adjusted EBITDA - LTM Q1’13 (up ~4x since IPO)
    • Net Debt / Adjusted LTM EBITDA of 1.1x
  • 24 consecutive years of same store merchandise sales growth
  • Completed 13 significant acquisitions in last 24 years; stock price tripled since SUSS IPO in 2006 (1)

Current Locations

____________________

Notes:

(1) Based on SUSS share price of $51.57 on May 15, 2013

our parent superior track record and market position
Our Parent – Superior Track Record and Market Position

4%

4%

4,000

Monthly Fuel Volume per Store Growth (2009-2011 CAGR)

3,630

Average

Store Size

3%

2,808

2%

3,000

1%

1%

0%

2,000

Susser

Industry

Susser

Industry

Monthly Merchandise Sales per Store Growth (2009-2011 CAGR)

Merchandise

Gross Margin (3)

36%

6%

6%

36%

’00 – LTM Q1’13 CAGR: 20%

4%

34%

2%

32%

2%

32%

0%

30%

Susser

Industry

Susser

Industry

Locations

Susser vs. the Industry (1)

’00 –’12 LTM CAGR: 9%

(square feet)

Stripes®

Third-Party Dealers & Consignment

Adjusted EBITDAR (2)

($ in millions)

  • _____________________
  • Susser data reflects Dec 2012 for store size and FY 2011 for merchandise gross margin. Industry statistics per NACS State of the Industry Annual Reports based on 2009 and 2011 data.
  • Adjusted EBITDAR represents earnings before interest, taxes, depreciation / amortization, and rent expense.
  • Reflects merchandise gross margin after bad merchandise, but before other shortages.
our parent embedded growth
Our Parent – Embedded Growth

Accelerating new store openings with our largest customer, SUSS

New stores generate 2-3x the average store cash flow

New stores built for volume (2-3 million gallons per year) vs. ~0.9 million gallons per year for legacy sites

Retail strategies to drive fuel volume growth

Superior facilities and real estate

Expansion of diesel and capital investment in fuel dispensers

Economies of scale

Procurement

Technology and operations

Acquisitions

New Stores Constructed

Prudent Organic Growth

Accelerating Retail Store Growth

40

29

-

35

25

30

17

17

20

12

9

8

7

10

0

2006

2007

2008

2009

2010

2011

2012

2013E

Retail Motor Fuel Gallons Sold

(in millions)

900

853

786

736

720

677

700

457

500

395

300

2006

2007

2008

2009

2010

2011

2012

Y-o-Y Growth:

15.5%

48.4%

6.3%

2.2%

6.8%

8.6%

Total Locations:

504

512

525

526

541

559

Locations with:

Auto Diesel

197

316

337

360

380

420

18-Wheel

29

56

57

61

68

70

slide11

Our Markets are Highly Attractive

Texas Market

Long-Term Job Growth (1)

  • Texas economy outperforming U.S.
    • Ranked #1 for job growth
    • Relatively strong housing market
    • Lower unemployment than the U.S.
    • Strongest Texas markets benefiting from increased oil and gas drilling
  • State’s population growth projected to be one of the highest in the U.S.
    • Grew 25% from 2000 - 2012
    • 26.1 million today
    • 45.3 million projected in 2040 (2) (69% increase over 2010)

Michigan(273, 000)

California(865,000)

Texas

+ 403,000

Florida(661,000)

Job Gains

Job Losses

Population Change ‘00–‘10 (Top 5 States)

(in millions)

  • ____________________
  • Source: Population Data: US Census Bureau and other demographic information;
  • Change in Non-Farm Employment by state from Q3 2007-Q3 2012.
  • Hobby Center for the Study of Texas, Rice University, assumes net migration equal to 2000-2010
strategic flexibility to pursue acquisitions
Strategic Flexibility to Pursue Acquisitions

Oklahoma

2,648

911

New Mexico

14,475

Dallas

Louisiana

Texas

3,192

Austin

Houston

Corpus Christi

Laredo

Brownsville

McAllen

  • Highly fragmented industry dominated by single store operators
    • Continued consolidation of smaller, less efficient players
    • We supply ~5% of convenience stores in our existing markets
  • Three wholesale acquisitions since Aug ‘09 added 170+ new long-term distribution contracts
  • MLP units could be an attractive currency for acquisitions

> 20,000 stores in contiguous states

_____________________

Source: Directory of Convenience Stores (as of June 2011) per The Nielson Company.

susp multiple drivers of growth
SUSP - Multiple Drivers of Growth
  • Rapid Stripesmotor fuel volume growth
    • Existing locations
    • New locations
  • Significant sale/leaseback opportunities with 75 store option
    • Rental income
    • Built-in distributable cash flow growth at the MLP’s option

Dropdown and Organic Growth Through Relationship with SUSS

  • Organically adding new third-party dealers
  • Adding new unbranded convenience stores and other commercial customers

Expand Third-Party Wholesale Motor Fuel Distribution Business

  • Pursue acquisitions of other wholesalers and supply contracts
  • Leverage relationships with suppliers to improve deal flow
  • Joint strategic acquisition opportunities with SUSS

Acquisitions

SUSP has ~$179 million of capacity under its revolver to capture growth opportunities as of 3/31/13

current susp update since ipo
Current SUSP Update – Since IPO
  • Q1 2013 Results (millions):
    • Adjusted EBITDA of $11.2M
    • Distributable Cash Flow of $10.4 M
  • Declared quarterly distribution
    • $0.4375/unit for Q1 2013 is MQD
    • Considering increase during 2013
  • Completed drop down of 16 Stripes® stores for $65.4mm since IPO (part of 75-store option)
    • Includes 6 in Q1 2013 and 2 to date in Q2 2013

____________________

Notes:

(1) 2012 is pro forma as if the transactions and contracts related to the SUSP IPO occurred at the beginning of the quarter.

key susp investment highlights
Key SUSP Investment Highlights

Stability

Visible Growth

  • Embedded growth with Parent
    • 75 Stripes® store dropdown option (16 completed to date)
    • 25-35 currently expected in 2013
    • History of strong growth in Stripes gallons (13.3% CAGR in last 5 years)
  • More than 190 net new third-party locations since 2007
  • Numerous acquisition opportunities in highly fragmented and attractive markets
    • Ability to pursue opportunities jointly
  • Significant financial capacity for growth at both MLP and Parent (1)
    • ~$179mm revolver capacity--SUSP
    • New $500mm revolver at SUSS,
    • ~$235mm drawn 5/15 to redeem bonds
  • Long-term, fee-based contracts
    • 10-year fixed fee contract with the Parent
    • 5-year average remaining term contracts with diversified 3rd parties
  • De minimis direct commodity risk
  • Very limited working capital needs
  • Strong and resilient industry fundamentals
  • Traditional MLP structure with conservative coverage

SUSP represents a unique MLP investment opportunity delivering stable cash flows and visible growth supported by a well-established parent company and experienced and aligned management team

____________________

As of March 31, 2013

post mlp organization structure
Post-MLP Organization Structure

Susser Holdings Corporation and subsidiaries (“Parent”)

Common Units

Subordinated Units

Incentive Distribution Rights

(NYSE: SUSS)

What is at the Parent?

  • Retail operations
    • Stripes® c-stores
  • Sale of motor fuel at consignment locations
  • Owns real estate at ~250 Stripes® locations (2)

100% Ownership

Interest

Susser Petroleum Partners GP LLC

(the “general partner”)

50.1%

Limited Partner

Interest

What is in SUSP?

0% Non-economic

General Partner

Interest

Susser Petroleum Partners LP

(the “Partnership”)

(NYSE: SUSP)

Public Unitholders

Common Units

  • Wholesale operations
    • Motor fuel distribution to Stripes® c-stores
    • Motor fuel distribution to the Parent for supplying consignment locations
    • Motor fuel distribution to supply dealers
    • Motor fuel distribution to unbranded c-stores and other commercial customers
  • 41 owned stores and 12 leased sites leased / sublet to independent operators (2)

49.9%

Limited Partner

Interest

100% Ownership

Interest

Operating Subsidiaries (1)

____________________

One of Susser Petroleum Partners LP’s operating subsidiaries, Susser Petroleum Property Company LLC (‘‘Susser Propco’’), will be treated as a corporation for U.S. federal income tax purposes. Susser Petroleum Partners LP expects that this subsidiary will own all Stripes® convenience stores purchased from SHC in connection with Susser Petroleum Partners LP’s option to execute sale and leaseback transactions under the omnibus agreement or otherwise.

(2) At time of SUSP IPO. Excludes any subsequent sites added or closed.

slide18

Omnibus Agreement Summary

Fuel Distribution

  • SUSP has an exclusive distribution agreement to distribute all motor fuel volumes purchased by SUSS on existing Stripes® and consignment locations for 10 years at a fixed profit margin of 3¢ per gallon
  • The 75 c-stores under the Sale / Leaseback Option will be added to the distribution agreement at a fixed profit margin of 3¢ per gallon for a 10-year term from the date each option is exercised
  • SUSP also has various options for ten years to supply future SUSS locations not covered under the sale / leaseback options

Visible Dropdowns

  • SUSS has granted SUSP an option to acquire up to 75 of its newly constructed c-stores and lease the stores to SUSS:
    • Purchased at SUSS’ cost
    • Leased at an annual lease rate of 8.0% for a term of 15 years
      • SUSS has five, five-year extension options, which it can exercise at escalated lease rates
    • Option on stores expire as follows after IPO:
      • 15 stores at one year anniversary (16 exercised to date)
      • 25 additional stores at two year anniversary
      • 35 additional stores at three year anniversary

SUSP and SUSS can agree to accelerate

Transportation Services

  • SUSS will arrange for all transportation, and the cost is 100% passed through to the customers
real estate summary as of march 31 2012
Real Estate SummaryAs of March 31, 2012

(1)

Reflects: dropdown of Stripes stores to SUSP since IPO; 2 additional to date in Q2 2013

(2)

Includes the following at SUSP:

Contributed to SUSP at IPO:

41 fee and 12 leased sites

Additional Acquisitions - 3rd Party:

2

(3)

Total eliminates leased sites included in Retail segment that are owned by Wholesale segment

slide20

Regional Economy is Improving

____________________

Sources: Texas – State Comptroller; New Mexico – New Mexico Taxation and Revenue Department; Oklahoma – City of Lawton (www.cityof.lawton.ok.us/Finance/finance.htm).

slide21

Regional Economy is Improving

Stable Real Estate Market% of Underwater Mortgages by State (Q4 2012) (1)

  • Texas economy outperforming U.S.
    • Texas ranked #1 state for job growth and business development for 7th straight year
    • If Texas were a nation, its economy would rank as the 11th largest in the world by GDP (2)
    • More jobs today than pre-recession peak

____________________

Note: 7 states are excluded due to lack of data.

(1) CoreLogic, Inc.

Texas Wide Open for Business (affiliated with the Office of the Governor).

population growth forecast 2010 2030
Population Growth Forecast: 2010–2030

From 2010 to 2030, the Texas population is expected grow by ~32% vs. ~21% for the total U.S. population

____________________

Source: U.S. Census Bureau and Texas A&M Real Estate Center.

texas employment by industry december 2011 december 2012
Texas Employment by Industry (December 2011 – December 2012)

Oil & Gas Included

Oil & Gas Included

Source: Texas A&M Real Estate Center

slide24

Regional Economy is Improving (Unemployment Rates)

Unemployment Rate

____________________

Source: Bureau of Labor Statistics – Texas, Oklahoma and U.S. Data; www.economagic.com – New Mexico Micropolitan Data.

slide25

Regional Economy is Improving (Employment Growth)

Percent Change in Total Employment Compared to Prior Year

____________________

Source: Bureau of Labor Statistics – Texas, Oklahoma and U.S. Data; www.economagic.com – New Mexico Micropolitan Data.

slide26

Energy Prices & Rig Count

WTI Crude Oil Spot Price

Average Monthly Texas Rig Count

U.S. Natural Gas

(Henry Hub Spot Price)

____________________

Source: U.S. Crude Oil Prices and U.S. Natural Gas Prices – U.S. Energy Information Administration; Texas Rig Count – Baker Hughes Corp.

laredo port exports in millions
Laredo Port Exports (in millions)

____________________

Source: Texas A&M International University – Texas Center for Border Economic and Enterprise Development.

slide28

Recent Texas Headlines

Houston area employers created 118,200 new jobs between Jan 2012 and Jan 2013…..a 4.5% year-over-year increase

– Houston Chronicle 3/11/13

Area to see $28bn bonanza…investing est $28bn in Eagle Ford in 2013, 27% of industry’s 2013 capital investment in lower 48 states will go to the Eagle Ford – San Antonio Express News 12/9/12

Houston is expected to add the most households of any U.S. metropolitan area over the next five years.

– Houston Business Journal 11/27/12

Cheniere has applied for permits to build an LNG plant on 660 acres in San Patricio County…worth in excess of $10 billion – Corpus Christi Caller Times

Pangea LNG (Daewoo and Statoil) is seeking federal approval for an LNG export facility….estimate a $5bn investment

– Corpus Christi Caller Times 11/30/12

Flint Hills announces $250 million plant expansion – KIII, Corpus Christi

Texas coast wins largest single manufacturing investment by a Chinese company in the U.S….a skilled work force and strategic location helped a Texas coastal city win a $1 billion pipe manufacturing facility – Texas Comptroller of Public Accounts

Best mid-sized cities for jobs….No. 2: Corpus Christi, TX – Forbes

China takes big role in Texas plant …$2.5bn power plant and chemical plant in Odessa – WSJ 9/13/12

Apple creates 3,600 jobs in Texas – Texas Wide Open for Business

Home sales are strong in the Woodlands, where Exxon Mobil is constructing a new corporate campus where 10,000 people will work – Culture Map: Houston

Exxon Mobil moves to expand chemical plant….the company joins other petrochemical producers, including Dow Chemical Co. and Chevron Phillips Chemical Co., that have announced natural gas-fueled expansion plans in the Houston area in recent months – Houston Chronicle

slide29
Susser Holdings Corporation Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Adjusted EBITDAR
slide30
Susser Petroleum Partners Reconciliation of Net Income to EBITDA, Adjusted EBITDA and Distributable Cash Flow