CrossAmerica Partners LP (NYSE:CAPL) Files An 8-K Changes in Control of Registrant

As previously disclosed, CST Brands, Inc., a Delaware corporation
(CST), entered into an Agreement and Plan of Merger, dated as of
August 21, 2016 (the Merger Agreement), with Circle K Stores
Inc., a Texas corporation (Circle K), and Ultra Acquisition
Corp., a Delaware corporation and an indirect, wholly owned
subsidiary of Circle K (Merger Sub). Circle K is a wholly owned
subsidiary of Alimentation Couche-Tard Inc. (ACT or Couche-Tard).
From October 1, 2014 to the Effective Time of the Merger (as
defined below), CST indirectly owned all of the membership
interests of the sole member of CrossAmerica GP LLC, a Delaware
limited liability company (the General Partner), the general
partner of the Partnership, all of the incentive distribution
rights of the Partnership and a minority percentage of the common
units representing limited parter interests in the Partnership.

On June 28, 2017, upon the terms and subject to the conditions
set forth in the Merger Agreement and in accordance with the
applicable provisions of the General Corporation Law of the State
of Delaware, Merger Sub merged with and into CST (the Merger). At
the effective time of the Merger (the Effective Time), the
separate corporate existence of Merger Sub ceased, and CST
survived the Merger as an indirect, wholly owned subsidiary of
Circle K. to the Merger Agreement, at the Effective Time each
share of common stock of CST issued and outstanding immediately
prior to the Effective Time (other than shares owned by CST as
treasury stock and shares owned by Circle K or Merger Sub, or by
any subsidiary of CST, Circle K or Merger Sub, and any shares for
which dissenters rights have been properly exercised and not
withdrawn or lost under Delaware law) was converted into the
right to receive $48.53 in cash, without interest and subject to
applicable withholding taxes (the Merger Consideration).

As a result of the Merger, at the Effective Time, Circle K
indirectly acquired all of the equity interests in the General
Partner, as well as a 20.5% limited partner interest in the
Partnership and all of the incentive distribution rights in the
Partnership. Circle K, through its ownership interest in the sole
member of the General Partner, has the ability to appoint all of
the members of the board of directors of the General Partner and
to control and manage the operations and activities of the
Partnership.

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

Board of Directors

In connection with the Merger, and at the Effective Time, the
following directors of the General Partner voluntarily resigned
from the board of directors of the General Partner: Kimberly S.
Lubel, Clayton E. Killinger and S. Eugene Edwards. These
resignations were not a result of any disagreements between the
General Partner or the Partnership and any of the resigning
directors on any matter relating to the General Partners or the
Partnerships operations, policies or practices. Justin A. Gannon,
Jeremy L. Bergeron, Joseph V. Topper, Jr. and John B. Reilly, III
will continue to serve as directors of the General Partner.

At the Effective Time, the following individuals were appointed
to the board of directors of the General Partner: Timothy
Alexander Miller, Claude Tessier, Jean Bernier and Mickey Kim.
Mr. Miller was concurrently appointed to serve as Chairman of the
board of directors of the General Partner.

Timothy Alexander Miller>(45). Mr. Miller has served as Senior
Vice President, Global Fuels of Couche-Tard since February 2016.
From October 2012 to January 2016, he held the position of Vice
President, Fuel. Mr. Miller joined Couche-Tard in January 2012,
as Director of Fuels, Real Estate and Facilities. Prior to
joining Couche-Tard, he was with BP Plc. for 16 years in a
variety of operational, supply, business development and strategy
roles in the United States and Europe. He holds a bachelors
degree in Business Administration from Southern Illinois
University.

Claude Tessier>(53). Mr. Tessier has served as Chief Financial
Officer of Couche-Tard since January 2016. Prior to joining
Couche-Tard, Mr. Tessier held the position of President of the
IGA Operations Business Unit at Sobeys Inc. from 2012 to 2016 and
was a member of Sobeys Inc.s Executive Committee. He joined the
management team of Sobeys Quebec Inc. in 2003 as Senior Vice
President, Finance Strategic Planning. Mr. Tessier has spent most
of his professional career in the food industry after serving in
several finance positions. Prior to his position with Sobeys
Inc., Mr. Tessier gained more than 15 years of senior financial
leadership experience with Fly Furniture, Provigo, Inc. and
Costco, including in Chief Financial Officer and Vice President
roles. He has also held management positions in Mallette
International and PricewaterhouseCoopers LLP (formerly Coopers
Lybrand). Furthermore, he has been involved with various social
and community organizations, most notably the Fondation Charles
Bruneau. He also participated in the fundraising campaign of the
Fondation de lInstitut de tourisme et dhtellerie du Qubec. He
currently serves as a board member for La Maison des Soins
Palliatifs de Laval, a non-profit organization that provides care
for patients in terminal phase of illness. Mr. Tessier holds a
bachelors degree in Accounting

from the Universit du Qubec Montral (1986) and has been a member
of the Canadian Institute of Chartered Accountants since 1987.

Jean Bernier>(60). Mr. Bernier has served as Group President,
Global Fuels and North-East Operations of Couche-Tard since March
2016. He previously held the position of Group President Fuel
Americas and Operations North East since July 2012. Mr. Bernier
has over 25 years of experience in the convenience store, fuel
and grocery store sectors of the retail industry. Prior to
joining Couche-Tard, Mr. Bernier was Executive Vice President of
Valero Energy Corporation as well as President of Ultramar Ltd.,
the Canadian subsidiary of Valero Energy Corporation where he was
responsible for the companys retail operations as well as
corporate functions of communications, supply chain management
and information services. From 1996 to 2011, Mr. Bernier held
various senior management roles with Ultramar Ltd., including
Vice-President Retail Operations in 1998 and 1999 and President
from 1999 to 2011. Prior to joining Ultramar Ltd., Mr. Bernier
served for nine years in a variety of senior management positions
at Provigo, Inc. and held President, Vice-President and Chief
Operating Officer level positions. Mr. Bernier holds a masters
degree in Industrial Relations from the University of Waterloo,
Ontario as well as a bachelors degree from the Universit de
Montral.

Mickey Kim>(59). Mr. Kim is a Member, Chief Operating Officer
and Chief Compliance Officer of Kirr, Marbach Company, LLC (KM),
a registered investment adviser. Mr. Kim joined KM in 1986 and
has been the firms Chief Operating Officer since 1996 and Chief
Compliance Officer since 2004. Mr. Kim has also served as
Vice-President, Treasurer and Secretary of Kirr, Marbach Partners
Funds, Inc., a registered investment company, since 1998. Prior
to his position with KM, Mr. Kim was a Senior Research Analyst at
Driehaus Capital Management, a Chicago investment management
firm, from 1982 to 1985. Mr. Kim has been a Chartered Financial
Analyst (CFA) charterholder since 1985 and passed the Certified
Public Accountant examination in 1980. He holds a bachelors
degree in Accounting from the University of Illinois (1980) and a
Masters degree in Business Administration from the University of
Chicago (1982).

Following the Effective Time, the audit committee of the General
Partner will be comprised of Messrs. Reilly, Gannon and Kim, and
the conflicts committee of the General Partner will be comprised
of Messrs. Reilly, Gannon and Kim. Mr. Gannon will serve as
Chairman of the audit committee and Mr. Kim will serve as
Chairman of the conflicts committee.

There is no arrangement or understanding between any of these
newly elected directors and any other person to which such
directors were elected. There are no relationships of the newly
elected directors that would require disclosure to Item 404(a) of
Regulation S-K.

Officers

In connection with the Merger, and at the Effective Time, the
following officers of the General Partner voluntarily resigned
from their respective roles with the General Partner: Clayton E.
Killinger resigned from his role as Executive Vice President and
Chief Financial Officer, Hamlet T. Newsom, Jr. resigned from his
role as Vice President, General Counsel, Corporate Secretary and
Chief Compliance Officer, Steven M. Stellato resigned from his
role as Vice President and Chief Accounting Officer and David
Hrinak resigned from his role as Executive Vice President and
Chief Operating Officer.

In connection with the Merger, at the Effective Time, the board
of directors of the General Partner appointed the following
individuals to the offices of the General Partner indicated:
Jeremy L. Bergeron was appointed President and Chief Executive
Officer (principal executive officer), Matthew McCure was
appointed Vice President Operations (principal operating
officer), and Evan W. Smith was appointed Vice President Finance
and Chief Financial Officer (principal financial officer and
principal accounting officer).

Jeremy L. Bergeron>(44) – President and Chief Executive
Officer. Mr. Bergeron was appointed President of the General
Partner in March 2015 and a member of the board of directors of
the General Partner in October 2015. Prior to that, Mr. Bergeron
served as the Senior Vice President of Integration Development
Operations for CST and he served as Vice President and Treasurer
for CST since its spin-off from Valero Energy Corporation in
2013. Mr. Bergeron was with Valero Energy Corporation for 17
years, where he held leadership roles with increasing
responsibility over that time. He earned a bachelors degree of
Business Administration in Management and Information Systems
from the University of the Incarnate Word and a Master of
Business Administration from the University of Texas at San
Antonio. He is also a 2014 graduate of the Stanford Executive
Program.

Matthew McCure>(43) – Vice President Operations. Mr. McCure
served as Vice-President of National Wholesale Fuels Worldwide
Franchise for Couche-Tard since April 2014. From May 2008 until
April 2014, he was Vice-President of Circle K Southeast US
Company Operations. Prior to that, he held various positions
within the Southeast Midwest Circle K business unit ranging from
Regional Director of Operations, Director of Marketing Fuel, and
Director of Facilities. He joined Couche-

Tard in 2001. Mr. McCure has been in the Convenience Store and
Fuel Station business since 1996. Prior to joining Couche-Tard,
he spent six years working in the Southeast US for Swifty
Serve/Camp Oil Company. There he held the Director of Facilities
position after starting his career as a Project Manager. He also
gained experience in the Marketing, Fuel Operations and Real
Estate Departments. He graduated from the University of Illinois
with a bachelors degree in Civil Engineering.

Evan W. Smith>(46) – Vice President Finance and Chief
Financial Officer. Mr. Smith served as Vice President and
Treasurer of CST and the General Partner since April 2015. From
January 2014 to March 2015, Mr. Smith was an independent investor
and consultant providing corporate finance advisory services in
the oil and gas industry. He has more than twenty years of
finance and capital markets experience, including as a portfolio
manager with US Global Investors Inc. from 2004 to 2013,
sell-side equity research analyst with Sanders Morris Harris Inc.
in Houston from 1998 to 2004, and valuation consultant for Arthur
Andersen LLP in Houston from 1994 to 1998, where he began his
career. Mr. Smith serves on the board of the CFA Society of San
Antonio and has been a CFA charterholder since 2001. He earned a
bachelor of science degree in Mechanical Engineering from the
University of Texas at Austin.

None of the newly appointed officers of the General Partner have
employment contracts with the Partnership. The Partnership does
not directly employ the officers of the General Partner and does
not have control over their compensation. The officers of the
General Partner are employed by Circle K and its affiliates, and
they participate in Circle K and its affiliates employee benefit
plans and arrangements. There are no family relationships between
any of the newly appointed officers of the General Partner and
any other director or executive officer of the General Partner.
There are no relationships of the newly appointed officers that
would require disclosure to Item 404(a) of Regulation S-K.

Item 7.01 REGULATION FD

On June 28, 2017, the Partnership issued a press release relating
to the consummation of the Merger. A copy of such press release
is attached as Exhibit 99.1 hereto and incorporated by reference
herein.

to General Instruction B.2. to Form 8-K, the information set
forth in this Item 7.01, including Exhibit 99.1, shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit has been furnished with this report: