0000950142-12-001620.txt : 20120726 0000950142-12-001620.hdr.sgml : 20120726 20120725192618 ACCESSION NUMBER: 0000950142-12-001620 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120726 DATE AS OF CHANGE: 20120725 GROUP MEMBERS: STRIPES HOLDINGS L.P. GROUP MEMBERS: WCM GENPAR III GP LLC GROUP MEMBERS: WCM GENPAR III L.P. GROUP MEMBERS: WELLSPRING CAPITAL PARTNERS III L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELLSPRING CAPITAL PARTNERS III L P CENTRAL INDEX KEY: 0001207554 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 620 5TH AVE SUITE 216 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-332-7555 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Susser Holdings CORP CENTRAL INDEX KEY: 0001361709 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 010864257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82148 FILM NUMBER: 12979913 BUSINESS ADDRESS: STREET 1: 4525 AYERS STREET CITY: CORPUS CHRISTI STATE: TX ZIP: 78415 BUSINESS PHONE: 361-884-2463 MAIL ADDRESS: STREET 1: 4525 AYERS STREET CITY: CORPUS CHRISTI STATE: TX ZIP: 78415 SC 13D/A 1 eh1200914_13da2-susser.htm AMENDMENT NO. 2 eh1200914_13da2-susser.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)
 
 
Susser Holdings Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
869233 10 6
(CUSIP Number)
 
Wellspring Capital Partners III, L.P.
c/o Wellspring Capital Management LLC
Lever House
390 Park Avenue
New York, New York 10022
(212) 318-9800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
July 23, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be  subject to all other  provisions of the Act  (however, see the Notes).
 
 
 
 
 

CUSIP No. 869233 10 6
 
 SCHEDULE 13D
Page 2 of 9 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Wellspring Capital Partners III, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO (See Item 3)
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
759,281
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
759,281
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
759,281
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.7%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 869233 10 6
 
 SCHEDULE 13D
Page 3 of 9 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Stripes Holdings, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO (See Item 3)
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
845,601
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
845,601
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
845,601
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.0%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 

 
 
 
 
 
CUSIP No. 869233 10 6
 
 SCHEDULE 13D
Page 4 of 9 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
WCM GenPar III, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO (See Item 3)
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 

 
 
 
 
CUSIP No. 869233 10 6
 
 SCHEDULE 13D
Page 5 of 9 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
WCM GenPar III GP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO (See Item 3)
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. 869233 10 6
 
 SCHEDULE 13D
Page 6 of 9 Pages
 
 
ITEM 1.
SECURITY AND ISSUER

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed with the SEC on November 2, 2006 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the SEC on July 16, 2012 (“Amendment No. 1”) (the Original Schedule 13D as amended and supplemented by Amendment No. 1 and this Amendment No. 2, the “Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”) of Susser Holdings Corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 4525 Ayers Street, Corpus Christi, Texas 78415.

In this Amendment No. 2, the calculations of the percent of outstanding shares of Common Stock owned by each reporting person are based on 20,956,237 shares of Common Stock outstanding as of July 17, 2012, as reported in the Issuer’s Prospectus Supplement filed with the SEC on July 18, 2012 (the “Prospectus”).

ITEM 4.
PURPOSE OF TRANSACTION.

Item 4 is amended and supplemented with the following.
 
WCP III and Stripes LP completed the registered public offering of 5,000,000 shares of Common Stock of the Issuer on July 23, 2012.

ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
 
 
Item 5 is amended and restated in its entirety with the following:

 
(a)
As of July 23, 2012, the Reporting Persons beneficially own the following shares of Common Stock:

 
i.
The responses of WCP III to rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of July 23, 2012, WCP III beneficially owned 759,281 shares of Common Stock, representing approximately 3.7% of the outstanding Common Stock (the outstanding Common Stock, 20,956,237 shares, being based on the number of shares outstanding as of July 17, as reported in the Issuer’s Prospectus.
 
 
ii.
The responses of Stripes LP to rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of July 23, 2012, Stripes LP beneficially owned 845,601 shares of Common Stock, representing approximately 4.0% of the outstanding Common Stock (the outstanding Common Stock, 20,956,237 shares, being based on the number of shares outstanding as of July 17, as reported in the Issuer’s Prospectus.
 
 
iii.
The responses of WCM GenPar to rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. By virtue of being a general partner of WCP III and Stripes LP, for purposes of this Schedule 13D, WCM GenPar may be deemed to be the beneficial owner of all of the Common Stock owned of record by WCP III and Stripes LP.
 
 
 
 
 
 
 
CUSIP No. 869233 10 6
 
 SCHEDULE 13D
Page 7 of 9 Pages

 
iv.
The responses of Ultimate GP to rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. By virtue of being a general partner of WCM GenPar, for purposes of this Schedule 13D, Ultimate GP may be deemed to be the beneficial owner of all of the Common Stock owned of record by WCP III and Stripes LP.

 
(b)
Number of Shares as to which each Reporting Person has:

 
i.
sole power to vote or to direct the vote: see Item 7 on the cover pages to this Schedule 13D;
 
 
ii.
shared power to vote or to direct the vote: see Item 8 on the cover pages to this Schedule 13D;
 
 
iii.
sole power to dispose or to direct the disposition: see Item 9 on the cover pages to this Schedule 13D;
 
 
iv.
Shared power to dispose or to direct the vote: see Item 10 on the cover pages to this Schedule 13D.

 
(c)
On July 23, 2012, the secondary registered public offering of the Issuer’s Common Stock was completed and WCP III sold 2,365,535 shares of the Issuer’s Common Stock and Stripes LP sold 2,634,465 shares of the Issuer’s Common Stock for a combined total of 5,000,000 shares of Common Stock, with a price to the public of $36.00 per share.

 
(d)
Not applicable.

 
(e)
Not applicable.
 
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is amended and supplemented with the following:

WCM III and Stripes LP entered into 90-day lock up agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company as representatives of itself and on behalf of the underwriters in connection with the sale of Common Stock.

Item 6 is further supplemented by incorporating by reference the information set forth under Item 4 above.
 
 
 
 
 
CUSIP No. 869233 10 6
 
 SCHEDULE 13D
Page 8 of 9 Pages

 
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS.

 



 
 
 

 
 
 
 
 
 
CUSIP No. 869233 10 6
 
 SCHEDULE 13D
Page 9 of 9 Pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  July 23, 2012

 
WELLSPRING CAPITAL PARTNERS III, L.P.
  
 
 
  
  By:  WCM GenPar III, L.P., its General Partner   
       
  By:  WCM GenPar III GP, LLC, its General Partner   
       
 
By: 
/s/ William F. Dawson, Jr.
  
   
Name:  William F. Dawson, Jr.
Title:    Authorized Person
  
 
 
 
STRIPES HOLDINGS, L.P.
  
 
 
  
  By:  WCM GenPar III, L.P., its General Partner  
       
  By:  WCM GenPar III GP, LLC, its General Partner   
       
 
By: 
/s/ William F. Dawson, Jr.
  
   
Name:  William F. Dawson, Jr.
Title:    Authorized Person
  
 
 
 
WCM GENPAR III, L.P.
  
 
 
  
  By:  WCM GenPar III GP, LLC, its General Partner  
       
 
By: 
/s/ William F. Dawson, Jr.
  
   
Name:  William F. Dawson, Jr.
Title:    Authorized Person
  
 
 
 
WCM GENPAR III GP, LLC
  
 
 
  
 
By: 
/s/ William F. Dawson, Jr.
  
   
Name:  William F. Dawson, Jr.
Title:    Authorized Person
  
 
 
 
 

 EX-99.1 2 eh1200914_ex9901.htm EXHIBIT 99.1 eh1200914_ex9901.htm
Exhibit 99.1
 
Lock-Up Agreement
 

 
July 17, 2012
 

 
Merrill Lynch, Pierce, Fenner & Smith
 Incorporated,
Jefferies & Company, Inc.
  as Representatives of the several
  Underwriters to be named in the
  within-mentioned Underwriting Agreement

 
c/o Merrill Lynch Pierce, Fenner & Smith
   Incorporated
One Bryant Park
New York, New York 10036

c/o Jefferies & Company, Inc.
520 Madison Avenue
New York, New York 10022

Re:          Proposed Public Offering by Susser Holdings Corporation

Dear Sirs:

The undersigned, a stockholder and/or an officer and/or director of Susser Holdings Corporation, a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc., as representatives of the several Underwriters (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Shareholders providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).  In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives:
 
 
(i) 
as a bona fide gift or gifts;
 
 
 
 
 
 
 
(ii)
to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);
 
 
(iii) 
as a distribution to limited partners or stockholders of the undersigned; or
 
 
(iv) 
to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned;
 
provided that in the case of such transfers described in clauses (i) through (iv) above, (1) the Representatives receive, on behalf of the Underwriters, a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or, to the extent required to be reported, shall indicate that such transaction was not made in the open market, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers.

In addition, the directors and executive officers of the Company, collectively as a group (other than Sam L. Susser and Sam J. Susser, respectively, to which this clause shall not apply) may sell up to an aggregate of 300,000 shares of Common Stock (including shares of Common Stock underlying stock options granted to such individuals), which proceeds from such sales may be used (i) to purchase common units sold pursuant to the initial public offering of Susser Petroleum Partners LP, (ii) in the case of shares of Common Stock underlying stock options, to fund the payment of the exercise price of such options and/or (iii) to pay any taxes associated with any gains realized in connection with the sale of such shares of Common Stock or exercise of such options.

Notwithstanding the foregoing, if:

(1)          during the last 17 days of the 90-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2)          prior to the expiration of the 90-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period,

the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The extension of the lock-up period set forth in this paragraph shall not apply if the Company meets the requirements set forth in SEC Rule 139(a)(1) and the Common Stock constitutes an “actively traded security” as defined in Regulation M.
 
The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 90-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 90-day lock-up period (as may have been extended pursuant to the previous paragraph) has expired.
 
 
 
 
 
 
 
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.



 
 
 
 

Very truly yours,
  
       
WELLSPRING CAPITAL PARTNERS III, L.P.
  
       
By:
WCM GenPar III, L.P., its General Partner
  
       
By:
WCM GenPar III GP, LLC, its General Partner
  
       
By:
/s/ William F. Dawson, Jr.
  
 
Name:
William F. Dawson, Jr.
  
 
Title:
Authorized Person
  
 


 
 
 
 
 [LOCKUP AGREEMENT SIGNATURE PAGE]
 
EX-99.2 3 eh1200914_ex9902.htm EXHIBIT 99.2 eh1200914_ex9902.htm
Exhibit 99.2
 
Lock-Up Agreement
 

 
July 17, 2012
 

 
Merrill Lynch, Pierce, Fenner & Smith
 Incorporated,
Jefferies & Company, Inc.
  as Representatives of the several
  Underwriters to be named in the
  within-mentioned Underwriting Agreement

 
c/o Merrill Lynch Pierce, Fenner & Smith
             Incorporated
One Bryant Park
New York, New York 10036

c/o Jefferies & Company, Inc.
520 Madison Avenue
New York, New York 10022

Re:          Proposed Public Offering by Susser Holdings Corporation

Dear Sirs:

The undersigned, a stockholder and/or an officer and/or director of Susser Holdings Corporation, a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc., as representatives of the several Underwriters (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Shareholders providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).  In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives:
 
 
(i) 
as a bona fide gift or gifts;
 
 
 
 
 
 
 
(ii)
to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);
 
 
(iii) 
as a distribution to limited partners or stockholders of the undersigned; or
 
 
(iv) 
to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned;
 
provided that in the case of such transfers described in clauses (i) through (iv) above, (1) the Representatives receive, on behalf of the Underwriters, a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or, to the extent required to be reported, shall indicate that such transaction was not made in the open market, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers.

In addition, the directors and executive officers of the Company, collectively as a group (other than Sam L. Susser and Sam J. Susser, respectively, to which this clause shall not apply) may sell up to an aggregate of 300,000 shares of Common Stock (including shares of Common Stock underlying stock options granted to such individuals), which proceeds from such sales may be used (i) to purchase common units sold pursuant to the initial public offering of Susser Petroleum Partners LP, (ii) in the case of shares of Common Stock underlying stock options, to fund the payment of the exercise price of such options and/or (iii) to pay any taxes associated with any gains realized in connection with the sale of such shares of Common Stock or exercise of such options.

Notwithstanding the foregoing, if:

(1)          during the last 17 days of the 90-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2)          prior to the expiration of the 90-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period,

the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The extension of the lock-up period set forth in this paragraph shall not apply if the Company meets the requirements set forth in SEC Rule 139(a)(1) and the Common Stock constitutes an “actively traded security” as defined in Regulation M.
 
The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 90-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 90-day lock-up period (as may have been extended pursuant to the previous paragraph) has expired.
 
 
 
 
 
 
 
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.


 
 
 
 

Very truly yours,
  
       
STRIPES HOLDINGS, L.P.
  
       
By:
WCM GenPar III, L.P., its General Partner
  
       
By:
WCM GenPar III GP, LLC, its General Partner
  
       
By:
/s/ William F. Dawson, Jr.
  
 
Name:
William F. Dawson, Jr.
  
 
Title:
Authorized Person
  
 


 
 
 
 
 [LOCKUP AGREEMENT SIGNATURE PAGE]
 
EX-99.3 4 eh1200914_ex9903.htm EXHIBIT 99.3 eh1200914_ex9903.htm
Exhibit 99.3
 
Lock-Up Agreement
 

 
July 17, 2012
 

 
Merrill Lynch, Pierce, Fenner & Smith
 Incorporated,
Jefferies & Company, Inc.
  as Representatives of the several
  Underwriters to be named in the
  within-mentioned Underwriting Agreement

 
c/o Merrill Lynch Pierce, Fenner & Smith
             Incorporated
One Bryant Park
New York, New York 10036

c/o Jefferies & Company, Inc.
520 Madison Avenue
New York, New York 10022

Re:          Proposed Public Offering by Susser Holdings Corporation

Dear Sirs:

The undersigned, a stockholder and/or an officer and/or director of Susser Holdings Corporation, a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc., as representatives of the several Underwriters (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and the Selling Shareholders providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).  In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives:
 
 
(i) 
as a bona fide gift or gifts;
 
 
 
 
 
 
 
(ii)
to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);
 
 
(iii) 
as a distribution to limited partners or stockholders of the undersigned; or
 
 
(iv) 
to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned;
 
provided that in the case of such transfers described in clauses (i) through (iv) above, (1) the Representatives receive, on behalf of the Underwriters, a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or, to the extent required to be reported, shall indicate that such transaction was not made in the open market, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers.

In addition, the directors and executive officers of the Company, collectively as a group (other than Sam L. Susser and Sam J. Susser, respectively, to which this clause shall not apply) may sell up to an aggregate of 300,000 shares of Common Stock (including shares of Common Stock underlying stock options granted to such individuals), which proceeds from such sales may be used (i) to purchase common units sold pursuant to the initial public offering of Susser Petroleum Partners LP, (ii) in the case of shares of Common Stock underlying stock options, to fund the payment of the exercise price of such options and/or (iii) to pay any taxes associated with any gains realized in connection with the sale of such shares of Common Stock or exercise of such options.

Notwithstanding the foregoing, if:

(1)          during the last 17 days of the 90-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or

(2)          prior to the expiration of the 90-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day lock-up period,

the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The extension of the lock-up period set forth in this paragraph shall not apply if the Company meets the requirements set forth in SEC Rule 139(a)(1) and the Common Stock constitutes an “actively traded security” as defined in Regulation M.
 
The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 90-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 90-day lock-up period (as may have been extended pursuant to the previous paragraph) has expired.
 
 
 
 
 
 
 
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.




 
 
 
 

Very truly yours,
  
       
Signature:
/s/ William F. Dawson, Jr.
  
       
Print Name:
William F. Dawson, Jr.
  
 


 
 
 
 
 [LOCKUP AGREEMENT SIGNATURE PAGE]