CrossAmerica Partners LP (NYSE:CAPL) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
As previously disclosed in the Current Report on Form 8-K filed by CrossAmerica Partners LP (the “Partnership”) on January 16, 2020, the Partnership on January 15, 2020 entered into an Equity Restructuring Agreement (the “Equity Restructuring Agreement”) with CrossAmerica GP LLC, its general partner (the “General Partner”), and Dunne Manning CAP Holdings II LLC (“DM CAP Holdings”), a wholly owned subsidiary of Dunne Manning Partners LLC controlled by Joseph V. Topper, Jr., the Chairman of the board (the “Board”) of directors of the General Partner. Mr. Topper also indirectly controls the General Partner.
to the Equity Restructuring Agreement, all of the outstanding incentive distribution rights (the “Incentive Distribution Rights”) of the Partnership, all of which were held by DM CAP Holdings, were cancelled and converted into 2,528,673 newly-issued common units representing limited partner interests in the Partnership (“Common Units”) based on a notional value of $45 million calculated using the 20 business day volume weighted average trading price of the Common Units ended five business days prior to the execution of the Equity Restructuring Agreement. As required under the Equity Restructuring Agreement, the 2,528,673 Common Units were issued to DM CAP Holdings as soon as practicable after the February 3, 2020 record date for the distribution payable on the Partnership’s Common Units with respect to the fourth quarter of 2019. Such issue date was February 6, 2020 (the “Equity Restructuring Closing”).
The sale and issuance of the Common Units in connection with the Equity Restructuring Agreement is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Second Amended and Restated Agreement of Limited Partnership
On February 6, 2020, simultaneously with the Equity Restructuring Closing, the General Partner executed and delivered the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Second Amended and Restated Partnership Agreement”) to give effect to the transactions contemplated by the Equity Restructuring Agreement. The terms of the Equity Restructuring Agreement were approved on behalf of the Partnership by the conflicts committee (the “Conflicts Committee”) of the Board. The Conflicts Committee, which is comprised of independent members of the Board, retained independent legal and financial advisors to assist it in evaluating and negotiating each of the Equity Restructuring Agreement.
The Second Amended and Restated Partnership Agreement amends and restates the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 30, 2012, as amended, in its entirety to, among other items, (i) reflect the cancellation of the Incentive Distribution Rights and (ii) eliminate certain legacy provisions that no longer apply, including provisions related to the Incentive Distribution Rights and subordinated units of the Partnership that were formerly outstanding.
The foregoing description is qualified in its entirety by reference to the full text of the Second Amended and Restated Partnership Agreement, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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-3.1 2 capl-ex31_6.htm EX-3.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP capl-ex31_6.htm Exhibit 3.1 Execution Version SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSAMERICA PARTNERS LP TABLE OF CONTENTS Article I2 Section 1.1Definitions2 Section 1.2Construction16 Article II16 Section 2.1Formation16 Section 2.2Name16 Section 2.3Registered Office; Registered Agent; Principal Office; Other Offices16 Section 2.4Purpose and Business16 Section 2.5Powers17 Section 2.6Term17 Section 2.7Title to Partnership Assets17 Article III17 Section 3.1Limitation of Liability17 Section 3.2Management of Business17 Section 3.3Outside Activities of the Limited Partners18 Section 3.4Rights of Limited Partners.18 Article IV19 Section 4.1Certificates19 Section 4.2Mutilated,…
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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.
