UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 28, 2014

SUSSER PETROLEUM PARTNERS LP

(Exact name of Registrant as specified in its charter)

555 East Airtex Drive

Houston, Texas 77073

(Address of principal executive offices)

(832) 234-3600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Introductory Note

On August 29, 2014, Energy Transfer Partners, L.P. (“ETP”) completed the acquisition of Susser Holdings Corporation, a Delaware corporation (“Susser”), pursuant to the terms of the Agreement and Plan of Merger, dated as of April 27, 2014 (the “Merger Agreement”), by and among ETP, Energy Transfer Partners GP, L.P., a Delaware limited partnership and the general partner of ETP, Drive Acquisition Corporation, a wholly owned subsidiary of ETP (“Merger Sub”), Heritage Holdings, Inc., a Delaware corporation and wholly owned subsidiary of ETP (“HHI”) and, for certain limited purposes set forth in the Merger Agreement, Energy Transfer Equity, L.P., the indirect parent of ETP GP and ETP. Under the terms of the Merger Agreement, Merger Sub merged with and into Susser (the “Merger”), with Susser surviving the Merger.

As a result of the consummation of the Merger and related transactions, each of Susser and Susser Petroleum Partners GP, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Susser Petroleum Partners LP (the “Partnership”) are indirect wholly owned subsidiaries of ETP, and ETP also indirectly owns a non-economic general partner interest (through its ownership of the General Partner), all of the incentive distribution rights and a 50.2% limited partner interest in the Partnership.

Item 1.01. Entry into a Material Definitive Agreement.

On August 28, 2014, the Partnership entered into that certain Amendment No. 2 to Credit Agreement, among the Partnership, as Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the “Amendment”). The Amendment amends that certain Revolving Credit Agreement, dated as of September 25, 2012, among the Partnership, as Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, as amended prior to the date hereof.

The Amendment, among other things, (i) changes the definition of “Change of Control” to permit the Partnership to consummate the Merger and (ii) revises the transactions with affiliates covenant to permit the Partnership to engage in certain non-material transactions with ETP and its subsidiaries.

The foregoing summary of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in their entirety by, the full text of the agreements, which is filed as Exhibit Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

On August 29, 2014, pursuant to the terms of the Merger Agreement, the Merger was consummated and, at the effective time of the Merger (the “Effective Time”), ETP indirectly acquired all of the equity interests in the General Partner, as well as a non-economic general partner interest, all of the incentive distribution rights and a 50.2% limited partner interest in the Partnership. The aggregate purchase price paid in the Merger by ETP was approximately $1.8 billion, which purchase price was funded by ETP common units, funds from ETP’s revolving credit facility and cash on hand.

ETP, through its ownership interest in the General Partner, has the ability to appoint all of the members of the board of directors of the General Partner.

To the extent required, the information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time of the Merger, each of the members of board of directors of the General Partner (the “Board”), other than Sam L. Susser, resigned from the Board and ceased to be directors of the Partnership. These directors are: David P. Engel; Rob L. Jones; Frank A. Risch; Armand S. Shapiro; Bryan F. Smith, Jr.; and Sam J. Susser. These resignations were not a result of any disagreements between the General Partner and the directors on any matter relating to the General Partner’s operations, policies or practices. Mr. Susser will retain his role as Chairman of the Board.

Effective on August 29, 2014, the following individuals were appointed to the Board: Robert W. Owens; Marshall (Mackie) McCrea III; Christopher Curia; Martin Salinas, Jr.; K. Rick Turner; Matthew S. Ramsey; and William P. Williams.

Following the Effective Time pursuant to the Merger Agreement, ETP controls, and also owns a majority limited partner interest in, the Partnership. Mr. Ramsey was appointed as a member and chairman of the General Partner’s Audit Committee, and Mr. Turner and Mr. Williams were appointed as members of the Audit Committee. Mr. Turner was appointed as a member and chairman of the General Partner’s Compensation Committee, and Mr. Ramsey was appointed as member of the Compensation Committee.

There is no arrangement or understanding between any of these newly elected directors, and any other person pursuant to which such directors were elected. There are no relationships regarding Messrs. Susser, Owens, McCrea, Curia, Salinas, Turner, Ramsey and Williams that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Effective August 29, 2014, in connection with Merger, the following management changes occurred: (i) Rocky B. Dewbre was appointed Executive Vice President —Channel Operations of the General Partner and (ii) Gail S. Workman was appointed Senior Vice President—Sales and Operations of the General Partner. In addition, as previously disclosed, E.V. Bonner, Jr., who served as an officer of the General Partner prior to the closing of the Merger, has left the Partnership. These changes were not a result of any disagreements between the General Partner and the officers on any matter relating to the General Partner’s operations, policies or practices.

Effective on August 29, 2014, Robert W. Owens was appointed as President and Chief Executive Officer of the General Partner. Mr. Owens, 61, is President and Chief Executive Officer of Sunoco, Inc, which is a wholly owned subsidiary of ETP.

There are no relationships regarding the aforementioned new directors and officers of the General Partner that would require disclosure pursuant to Item 401(d) of Regulation S-K.

The compensation arrangements of the aforementioned new directors and officers of the General Partner have not yet been determined.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This Amendment No. 2 to Credit Agreement (this “Amendment”), dated as of August 28, 2014 (the “Amendment Effective Date”), is entered into by SUSSER PETROLEUM PARTNERS LP, a Delaware limited partnership (the “Borrower”), the lenders party hereto, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and solely for purposes of Section 7 hereof, the Guarantors (as defined in the Credit Agreement defined below).

INTRODUCTION

Reference is made to the Credit Agreement dated as of September 25, 2012 (as modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and the Administrative Agent.

The Borrower has requested, and the Administrative Agent and the Lenders have agreed, to make certain amendments to the Credit Agreement.

THEREFORE, in connection with the foregoing and for other good and valuable consideration, the Borrower, the Lenders, and the Administrative Agent hereby agree as follows:

Section 1. Definitions; References. Unless otherwise defined in this Amendment, each term used in this Amendment that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

Section 2. Amendment of Credit Agreement.

(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order:

“ETP Acquisition” means a transaction pursuant to which Holdings and the Borrower become subsidiaries of Energy Transfer Partners, L.P. and Energy Transfer Equity, L.P., the material terms of which are consistent with the terms described in the Agreement and Plan of Merger among Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., Heritage Holdings, Inc., Drive Acquisition Corporation, Holdings and Energy Transfer Equity, L.P.

(b) Section 1.01 of the Credit Agreement is hereby amended by replacing the definition of “Change of Control” in its entirely with the following:

“Change of Control” means any of the following events or conditions: (i) prior to the consummation of the ETP Acquisition, (a) the General Partner shall cease to be the sole general partner of the Borrower; (b) Holdings shall cease, directly or indirectly, to own and control legally and beneficially more than 50% of the Equity Interests in the General Partner or any Person (other than Holdings) shall Control the General Partner; or

(c) a “change of control” or any comparable term under, and as defined in, any indenture, note agreement or other agreement governing any Qualified Offering that results in an “event of default” under such Qualified Offering, such Qualified Offering becoming due and payable before its maturity, or such Qualified Offering being subject to a repurchase, retirement or redemption right or option (whether or not exercised) and (ii) effective automatically upon the consummation of the ETP Acquisition, (a) the failure of the General Partner to constitute the sole general partner of the Borrower; (b) neither Energy Transfer Equity, L.P. nor Energy Transfer Partners, L.P. own, directly or indirectly, 51% of the Equity Interests in the General Partner which are entitled to vote for the board of directors or equivalent governing body of the General Partner or any Person (other than Energy Transfer Equity, L.P. nor Energy Transfer Partners, L.P.) shall Control the General Partner; or (c) a “change of control” or any comparable term under, and as defined in, any indenture, note agreement or other agreement governing any Qualified Offering that results in an “event of default” under such Qualified Offering, such Qualified Offering becoming due and payable before its maturity, or such Qualified Offering being subject to a repurchase, retirement or redemption right or option (whether or not exercised).

(c) Clause (vii) of Section 7.08 of the Credit Agreement is hereby amended by replacing it in its entirety with the following:

(vii) non-material transactions with Energy Transfer Partners, L.P., Energy Transfer Equity, L.P., Holdings or any of their respective Subsidiaries so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and each such transaction is entered into in good faith and is in the best interests of the Borrower; and

Section 3. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 6.01 of the Credit Agreement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to agree to the various matters set forth herein. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement.

Section 4. Representations and Warranties. The Borrower represents and warrants that (a) the execution, delivery, and performance by each Loan Party and Holdings of this Amendment and the consummation of the transactions contemplated thereby (i) do not contravene the organizational documents of such Loan Party or Holdings, (ii) have been duly authorized by all necessary partnership, limited liability company or corporate action of each Loan Party and corporate action of Holdings, and (iii) are within each Loan Party’s partnership, limited liability company or corporate powers and Holdings’ corporate powers; (b) the Liens under the Collateral Documents are valid and subsisting and secure the Obligations; (c) this Amendment constitutes the legal, valid and binding obligation of each Loan Party and Holdings, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency,

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reorganization, moratorium, or similar laws at the time in effect affecting the rights of creditors generally and subject to the availability of equitable remedies; (d) the representations and warranties contained in each Loan Document, after giving effect to this Amendment, are true and correct in all material respects, (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4(d) the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement are deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively; and (e) no Default exists or will result from this Amendment.

Section 5. Effect on Loan Documents. Except as amended herein, the Credit Agreement and all other Loan Documents remain in full force and effect as originally executed. Nothing herein shall act as a waiver of any of the Administrative Agent’s or any Lender’s rights under the Loan Documents as amended, including the waiver of any default or event of default, however denominated. The Borrower acknowledges and agrees that this Amendment shall in no manner impair or affect the validity or enforceability of the Credit Agreement or any other Loan Document. This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment may be a default or event of default under the other Loan Documents.

Section 6. Effectiveness. This Amendment shall become effective, and the Credit Agreement shall be amended as provided for herein as of the Amendment Effective Date, upon the Administrative Agent’s (or its counsel’s) receipt of counterparts hereof duly executed and delivered by a duly authorized officer of the Borrower, each Guarantor, and by the Lenders whose consent is required to effect the amendments contemplated hereby.

Section 7. Reaffirmation of Guaranties and Collateral Documents. By its signature hereto, each Guarantor represents and warrants that (a) such Guarantor has no defense to the enforcement of the Subsidiary Guaranty or the Holdings Guaranty, as applicable, and that according to its terms the Subsidiary Guaranty and Holdings Guaranty will continue in full force and effect to guaranty the Borrower’s obligations under the Credit Agreement and the other amounts described in the Subsidiary Guaranty and Holdings Guaranty following the execution of this Amendment and (b) the Liens created under the Collateral Documents to which such Guarantor is a party are valid and subsisting and will continue in full force and effect to secure the Borrower’s obligations under the Credit Agreement and the other amounts described in such Collateral Documents following the execution of this Amendment.

Section 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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Section 9. Miscellaneous. The miscellaneous provisions set forth in Article X of the Credit Agreement apply to this Amendment. This Amendment may be signed in any number of counterparts, each of which shall be an original, and may be executed and delivered by telecopier or other electronic imaging means.

Section 10. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature pages follows.]

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EXECUTED as of the first date above written.