Energy Transfer Partners L.P. (NYSE: ETP) announced Wednesday morning that it agreed to a drop-down of 100% of its retail business (Susser Holdings Corp.) to Sunoco L.P. (NYSE: SUN), a fuel distributor controlled by ETP. Sunoco will pay $970 million in cash and issue 11 million new limited partner units valued at another $970 million to a subsidiary of ETP.

Susser Holdings operates about 645 Stripes retail convenience stores (formerly known as Circle K stores) at Sunoco gas stations. Following completion of the transaction, ETP will remain the largest unitholder in Sunoco.

Sunoco also said it has commenced an underwritten public offering of 5.5 million common units at an unspecified price to repay outstanding borrowing on its revolving credit facility. The company also said it plans to use its revolving credit facility and a private placement of $500 million in aggregate of senior notes due in 2020 to fund the cash portion of $970 million to ETP.

If that were the end of it, it would easier to see what’s going on. But wait, there’s more. ETP has agreed to transfer its general partner (GP) interest and its incentive distribution rights (IDRs) in Sunoco to Energy Transfer Equity L.P. (NYSE: ETE) in exchange for 21 million ETP units currently held by ETE. And still more:

ETE has also agreed to a 2-year IDR subsidy ($35 million per annum) to ETP through June 30, 2017, which replaces an existing, $35 million per annum subsidy that, as agreed between ETE and ETP in connection with the original [Susser Holdings] merger, would automatically terminate in the event that ETP transfers the SUN GP interest and IDRs to ETE. The transaction represents a current value of approximately $1.2 billion. … The approximately 22 million [Sunoco] units to be received by ETP as part of the [Susser Holdings] transaction will not receive 2nd quarter 2015 distributions from [Sunoco]. Following the GP/IDR exchange, ETP will deconsolidate [Sunoco] for accounting purposes, and as a result, [Sunoco] will consolidate up through ETE’s financial statements.

Which company got the best of the deal and which got the worst? Here’s a simple way to tell: ETP’s stock is up about 1.2%, Sunoco’s stock is down about 7.5% and ETE’s stock is down about 1.5% in the noon hour on Wednesday.

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