CrossAmerica Partners LP (NYSE:CAPL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On March 25, 2020, CrossAmerica Partners LP (the “Partnership”) entered into a limited consent (the “Consent”) to its Credit Agreement, dated as of April 1, 2019 (the “Credit Agreement”), among the Partnership and Lehigh Gas Wholesale Services, Inc., as borrowers (collectively, the “Borrowers”), the guarantors from time to time party thereto, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent. to the Consent, the Required Lenders (as defined in the Credit Agreement) consented to the consummation of the Exchange Transaction (as defined below).
Item 2.01 Completion of Acquisition or Disposition of Assets
Effective March 25, 2020, to the terms of the previously announced Exchange Agreement dated as of November 19, 2019 (the “Exchange Agreement”), between the Partnership and Circle K Stores Inc., a Texas corporation (“Circle K”), Circle K transferred to the Partnership 33 owned and leased convenience store properties (the “Properties”) and certain assets (including fuel supply agreements) relating to such Properties, as well as U.S. wholesale fuel supply contracts covering 333 additional sites (the “DODO Sites”), subject to certain adjustments, and, in exchange therefore, the Partnership transferred to Circle K all of the limited partnership units in CST Fuel Supply LP that were owned by the Partnership, which represent 17.5% of the outstanding units of CST Fuel Supply LP (collectively, the “Exchange Transaction”). Twelve Properties and 49 DODO Sites (collectively, the “Removed Properties”) were removed from the Exchange Transaction prior to Closing, and Circle K made an aggregate payment of approximately $13.4 million to CrossAmerica at Closing in exchange for the Removed Properties, in each case, to the terms and conditions of the Exchange Agreement.
Item 7.01 Regulation FD Disclosure
On March 26, 2020, the Partnership and Alimentation Couche-Tard Inc. issued a press release announcing the consummation of the Exchange Transaction. The press release, attached hereto as Exhibit 99.1 and incorporated by reference herein, is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.
The information in this Item 7.01 and in Exhibit 99.1 of Item 9.01 of this Current Report on Form 8-K, according to general instruction B.2., shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement to the Securities Act of 1933, as amended. By furnishing this information, the Partnership makes no admission as to the materiality of such information that the Partnership chooses to disclose solely because of Regulation FD.
Item 9.01 Financial Statements and Exhibits
The following exhibits have been filed or furnished with this report:
(d)Exhibits
CrossAmerica Partners LP Exhibit
EX-99.1 2 capl-ex991_7.htm EX-99.1 PRESS RELEASE – CST FUEL SUPPLY EXCHANGE capl-ex991_7.htm Exhibit 99.1 PRESS RELEASE For immediate release Alimentation couche-tard AND CROSSAMERICA PARTNERS announce the closing of exchange of assetS • Alimentation Couche-Tard Inc. (“Couche-Tard”) has transferred to CrossAmerica Partners LP (“CrossAmerica”) U.S. wholesale fuel supply contracts covering 333 sites and 33 fee and leasehold properties • CrossAmerica has transferred to Couche-Tard its 17.5% limited partnership interest in CST Fuel Supply LP Laval (Québec) Canada and Allentown,…
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About CrossAmerica Partners LP (NYSE:CAPL)
CrossAmerica Partners LP is a limited partnership engaged in the wholesale distribution of motor fuel, and the ownership and leasing of real estate used in the retail distribution of motor fuel. The Company operates in two segments: wholesale and retail. The Company’s sites are located in Pennsylvania, New Jersey, Ohio, New York, Massachusetts, Kentucky, New Hampshire, Maine, Florida, Maryland, Delaware, Tennessee, Virginia, Illinois, Indiana and West Virginia. The Company also distributes motor fuel in Georgia and North Carolina. It distributes motor fuels at approximately 1,100 sites located in over 20 states. In addition, the Company, through One Stop convenience stores network, owns over 40 stores in Charleston, West Virginia. The Company purchases branded and unbranded motor fuel from integrated oil companies, refiners and unbranded fuel suppliers. It owns or leases and operates convenience stores and retains all profits from motor fuel and convenience store operations.