CrossAmerica Partners LP (NASDAQ:CAPL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Amendment to Credit Agreement
On December13, 2016, CrossAmerica Partners LP, a publicly traded
Delaware limited partnership (the Partnership)
and its subsidiary, Lehigh Gas Wholesale Services, Inc.
(Services and, together with the Partnership,
the Borrowers) entered into an amendment (the
Amendment) to the Third Amended and Restated
Credit Agreement, dated as of March4, 2014, among the Borrowers,
certain domestic subsidiaries of the Borrowers from time to time
party thereto, as guarantors (Guarantors), the
lenders party thererto, and Citizens Bank of Pennsylvania, as
administrative agent, as amended by the First Amendment dated as
of July2, 2014, the Second Amendment, dated as of September30,
2014, and the Third Amendment, dated as of July26, 2016 (as so
amended, the Credit Agreement). The Borrowers
are jointly and severally liable for all obligations under the
Credit Agreement.
The Credit Agreement is a senior secured revolving credit
facility maturing March4, 2019 with a total borrowing capacity of
$550.0million and is secured by substantially all of the assets
of the Partnership and its subsidiaries.
The credit facility prohibits the Partnership from making
distributions to its unitholders if any potential default or
event of default occurs or would result from the distribution, or
the Partnership is not in compliance with its financial
covenants. In addition, the credit facility contains various
covenants which may limit, among other things, the Partnerships
ability to grant liens; create, incur, assume, or suffer to exist
other indebtedness; or make any material change to the nature of
the Partnerships business, including mergers, liquidations, and
dissolutions; and make certain investments, acquisitions or
dispositions.
The following is a summary of the material terms of the Amendment
and capitalized items in the following summary have the meanings
given to such terms in the Amendment:
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certain terms and definitions, including Change of Control, were updated to reflect the pending acquisition of 50% of the issued and outstanding equity interests of CST Brands, Inc., a publicly traded Delaware corporation and the current indirect owner of the general partner of the Partnership, by Alimentation Couche-Tard Inc., a corporation organized under the laws of the Province of Quebec, Canada, or one of its subsidiaries; |
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the period of the permitted increase in Total Leverage Ratio from not greater than 4.50 to 1.00 to 5.00 to 1.00 after the closing of a Material Acquisition was amended to extend to three quarters (previously two), combined with an amendment to reduce the threshold of Material Acquisition from $50million to $30million; |
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the aggregate principal amount of Swingline Loans outstanding at any time was increased from $10million to $25million; |
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to increase the Partnerships flexibility to engage in Sale Leaseback transactions, certain terms and definitions, including Asset Sales, were amended, and the new term of Excluded Real Property Assets for real property acquired after the effective date of the Amendment was added. |
The foregoing description of the Amendment is qualified in its
entirety by the full text of the Amendment, which is filed as
Exhibit 10.2 to this Current Report on Form 8-K and is
incorporated by reference into this Item 1.01.
The representations and warranties of the Borrowers and
Guarantors in the Amendment and in the Credit Agreement are, in
many respects, qualified by materiality and limited to the
knowledge of the entity making the representation and warranty,
but their accuracy forms the basis of one of the conditions to
the obligations of the parties to complete the transaction.
Please note, however, that these representations and warranties
were made only for purposes of the Amendment and the Credit
Agreement and as of specific dates, were solely for the benefit
of the parties thereto, and are subject to limitations agreed to
between the parties, including that they are qualified by
disclosures between the parties that are not included with this
report. Accordingly, investors and third parties should not rely
on these representations and warranties as independent
characterizations of the actual state of facts at the time they
were made or otherwise but should consider them together with the
other information that the Partnership has disclosed in other
filings with the Securities and Exchange Commission.
| Item9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
|
ExhibitNo. |
Description |
|
| 10.1 |
Third Amendment to Third Amended and Restated Credit Agreement dated as of July26, 2016 |
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| 10.2 |
Fourth Amendment to Third Amended and Restated Credit Agreement dated as of December13, 2016 |
About CrossAmerica Partners LP (NASDAQ:CAPL)