Sunoco LP — Regulatory Filings 2012

Aug 30, 2012

CORRESP 1 filename1.htm

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Houston, Texas 77073
Tel: 832.234.3600
Fax: 832.234.0088

**Via EDGAR and Federal Express****

August 29, 2012

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

*Re: Susser Petroleum Partners LP*

Ladies and Gentlemen:

Pursuant to discussions with the staff of the Division of Corporation Finance (the “ *Staff ”) of the Securities and Exchange Commission (the “ Commission ”), Susser Petroleum Partners LP (the “ Partnership ,” “ we ,” “ us ” or “ our ”) hereby submits its currently expected offering terms of the initial public offering (the “ Offering ”), including the bona fide price range pursuant to Item 503(b)(3) of Regulation S-K, the number of common units to be offered, the minimum quarterly distribution per unit and the total number of common and subordinated units to be outstanding after the Offering. The Partnership expects that these pricing terms will be included in a future amendment to the Registration Statement on Form S-1, File No. 333-182276 (the “ Registration Statement*** ”).

The Offering terms are a bona fide estimate of the range of the minimum and maximum Offering price and the maximum number of securities to be offered as of August 29, 2012. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.

The Partnership proposes to price the Offering with a bona fide price range of $19.00 to $21.00 per common unit, with a midpoint of $20.00 per common unit. In the Offering, the Partnership proposes to sell up to 10,925,000 common units representing limited partner interests in the Partnership, including common units that may be purchased by the underwriters pursuant to their option to purchase up to 1,425,000 additional common units. As discussed with members of the Staff, this range is initially being provided for your consideration by correspondence due to the Partnership’s and the underwriters’ concern regarding providing such information significantly in advance of the launch of the Offering given recent market volatility as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.

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Additionally, the Partnership is enclosing its proposed marked copy of those pages of the Registration Statement that will be affected by the offering terms set forth herein. These marked changes will be incorporated into a future amendment to the Registration Statement. The Partnership seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.

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Please direct any questions that you have with respect to the foregoing to Sarah K. Morgan at Vinson & Elkins L.L.P. at (713) 758-2977 or David P. Oelman at Vinson & Elkins L.L.P. at (713) 758-3708.

Very truly yours,
SUSSER PETROLEUM PARTNERS LP
By:	/s/ Mary E. Sullivan
	Mary E. Sullivan
	Executive Vice President, Chief Financial Officer and Treasurer

Enclosures

cc: David P. Oelman, Vinson & Elkins L.L.P.

Alan P. Baden, Vinson & Elkins L.L.P.

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