CST Brands, Inc. (NYSE:CST) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note and Item 2.01
of this Current Report on Form 8-K is incorporated by reference
into this Item 1.02.
of this Current Report on Form 8-K is incorporated by reference
into this Item 1.02.
On the Closing Date, in connection with the consummation of the
Merger, CST terminated that certain Fourth Amended and Restated
Credit Agreement, dated as of March 20, 2013, among CST, Wells
Fargo Bank, National Association, as administrative agent, and
the several banks and financial institutions signatory thereto as
lenders.
Merger, CST terminated that certain Fourth Amended and Restated
Credit Agreement, dated as of March 20, 2013, among CST, Wells
Fargo Bank, National Association, as administrative agent, and
the several banks and financial institutions signatory thereto as
lenders.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this
Current Report on Form 8-K is incorporated by reference into this
Item 2.01.
Current Report on Form 8-K is incorporated by reference into this
Item 2.01.
As described above, on June 28, 2017, Circle K and Merger Sub
completed the previously announced acquisition of CST. to the
Merger Agreement, at the Effective Time, each share of CST common
stock, par value $0.01 per share (the Company Common Stock),
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rights have been properly exercised and not withdrawn or lost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). In addition, at the
Effective Time (a) each issued and outstanding option to purchase
Company Common Stock, whether vested or unvested, became fully
vested and was converted into the right to receive an amount in
cash equal to the product of (i) the excess, if any, of the
Merger Consideration over the applicable exercise price and (ii)
the number of shares of Company Common Stock subject to such
option, (b) each issued and outstanding restricted share of
Company Common Stock became fully vested and was converted into
the right to receive the Merger Consideration and (c) each issued
and outstanding restricted stock unit in respect of Company
Common Stock that was granted prior to the date of the Merger
Agreement, whether vested or unvested, became fully vested and
was converted into the right to receive the Merger Consideration,
in each case without interest and subject to applicable
withholding taxes. At the Effective Time, each issued and
outstanding restricted stock unit in respect of Company Common
Stock that was granted after the date of the Merger Agreement was
converted into the right to receive an amount in cash equal to
the Merger Consideration, provided that such cash amount will
remain subject to the vesting terms that applied to the
corresponding restricted stock unit as of immediately prior to
the Effective Time.
completed the previously announced acquisition of CST. to the
Merger Agreement, at the Effective Time, each share of CST common
stock, par value $0.01 per share (the Company Common Stock),
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). In addition, at the
Effective Time (a) each issued and outstanding option to purchase
Company Common Stock, whether vested or unvested, became fully
vested and was converted into the right to receive an amount in
cash equal to the product of (i) the excess, if any, of the
Merger Consideration over the applicable exercise price and (ii)
the number of shares of Company Common Stock subject to such
option, (b) each issued and outstanding restricted share of
Company Common Stock became fully vested and was converted into
the right to receive the Merger Consideration and (c) each issued
and outstanding restricted stock unit in respect of Company
Common Stock that was granted prior to the date of the Merger
Agreement, whether vested or unvested, became fully vested and
was converted into the right to receive the Merger Consideration,
in each case without interest and subject to applicable
withholding taxes. At the Effective Time, each issued and
outstanding restricted stock unit in respect of Company Common
Stock that was granted after the date of the Merger Agreement was
converted into the right to receive an amount in cash equal to
the Merger Consideration, provided that such cash amount will
remain subject to the vesting terms that applied to the
corresponding restricted stock unit as of immediately prior to
the Effective Time.
The funds used to consummate the Merger were from the cash on
hand and the credit facilities of Couche-Tard and its affiliates.
hand and the credit facilities of Couche-Tard and its affiliates.
The foregoing summary of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is attached as Exhibit 2.1
to CSTs Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on August 23, 2016, and which is
incorporated herein by reference.
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is attached as Exhibit 2.1
to CSTs Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on August 23, 2016, and which is
incorporated herein by reference.
Item 2.04 Triggering Events that Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
The Merger constitutes a Change of Control as defined under the
Indenture, dated May 1, 2013 (as supplemented from time to time,
the Indenture), by and between CST and U.S. Bank National
Association, as trustee, which governs CSTs 5.0% Senior Notes due
2023 (the 2023 Notes). As a result, CST is required to commence a
change of control offer to repurchase any and all of the
approximately $550 million of outstanding 2023 Notes at a
purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, except and to the extent that
CST instead exercises its right to redeem the 2023 Notes in
accordance with the optional redemption provisions of the
Indenture. In lieu of commencing a
Indenture, dated May 1, 2013 (as supplemented from time to time,
the Indenture), by and between CST and U.S. Bank National
Association, as trustee, which governs CSTs 5.0% Senior Notes due
2023 (the 2023 Notes). As a result, CST is required to commence a
change of control offer to repurchase any and all of the
approximately $550 million of outstanding 2023 Notes at a
purchase price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, except and to the extent that
CST instead exercises its right to redeem the 2023 Notes in
accordance with the optional redemption provisions of the
Indenture. In lieu of commencing a
change of control offer, CST has elected to redeem all of the
outstanding 2023 Notes on July 28, 2017 (the Redemption Date)
at the redemption price of 50% of the principal amount of the
2023 Notes plus the Applicable Premium (as defined in the
Indenture), plus accrued and unpaid interest on the 2023 Notes
to the Redemption Date.
outstanding 2023 Notes on July 28, 2017 (the Redemption Date)
at the redemption price of 50% of the principal amount of the
2023 Notes plus the Applicable Premium (as defined in the
Indenture), plus accrued and unpaid interest on the 2023 Notes
to the Redemption Date.
Item 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
Continued Listing Rule or Standard; Transfer of Listing.
Prior to market open on the Closing Date, in connection with
consummation of the Merger, CST notified the New York Stock
Exchange (the NYSE) that as of the Effective Time, each
outstanding share of Company Common Stock was cancelled and
converted into the right to receive the Merger Consideration,
and requested the NYSE to (i) suspend trading in the shares of
CSTs common stock prior to the market open on the Closing Date
and (ii) file with the SEC a Notification of Removal from
Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
on Form 25 to delist and deregister CSTs common stock. CST will
file with the SEC a certification and notice of termination on
Form 15 under the Exchange Act, requesting the deregistration
of CSTs common stock and the suspension of CSTs reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
consummation of the Merger, CST notified the New York Stock
Exchange (the NYSE) that as of the Effective Time, each
outstanding share of Company Common Stock was cancelled and
converted into the right to receive the Merger Consideration,
and requested the NYSE to (i) suspend trading in the shares of
CSTs common stock prior to the market open on the Closing Date
and (ii) file with the SEC a Notification of Removal from
Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
on Form 25 to delist and deregister CSTs common stock. CST will
file with the SEC a certification and notice of termination on
Form 15 under the Exchange Act, requesting the deregistration
of CSTs common stock and the suspension of CSTs reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
The information set forth in the Introductory Note and Item
2.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.01.
2.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Items 2.01,
2.04 and 3.01 above and Item 5.01 below of this Current Report
on Form 8-K is incorporated by reference into this Item 3.03.
2.04 and 3.01 above and Item 5.01 below of this Current Report
on Form 8-K is incorporated by reference into this Item 3.03.
In connection with the Merger and at the Effective Time,
holders of Company Common Stock immediately prior to such time
ceased to have any rights as stockholders of CST (other than
their right to receive the Merger Consideration to the Merger
Agreement).
holders of Company Common Stock immediately prior to such time
ceased to have any rights as stockholders of CST (other than
their right to receive the Merger Consideration to the Merger
Agreement).
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note, Items 2.01,
3.01 and 3.03 above, and Items 5.02 and 5.03 below of this
Current Report on Form 8-K is incorporated herein by reference.
3.01 and 3.03 above, and Items 5.02 and 5.03 below of this
Current Report on Form 8-K is incorporated herein by reference.
In connection with the Merger and at the Effective Time, a
change of control of CST occurred and CST became an indirect,
wholly owned subsidiary of Circle K.
change of control of CST occurred and CST became an indirect,
wholly owned subsidiary of Circle K.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Replacement of Directors
In connection with the Merger, each member of CSTs board of
directors prior to the Merger voluntarily resigned from CSTs
board of directors, and any committee thereof, effective as of
the Effective Time. Each director resigned in connection with
the Merger, and no director resigned because of any
disagreement with CST on any matter relating to CSTs
operations, policies or practices. In accordance with the
Merger Agreement, effective as of the Effective Time, Darrell
Davis, the sole director of Merger Sub immediately prior to the
Effective Time, became the sole director of CST. Other than the
Merger Agreement provision providing that the director of
Merger Sub immediately prior to the Effective Time will become
the director of the surviving entity in the Merger, there are
no arrangements or understandings between Mr. Davis and any
other person to which he was selected as a director.
directors prior to the Merger voluntarily resigned from CSTs
board of directors, and any committee thereof, effective as of
the Effective Time. Each director resigned in connection with
the Merger, and no director resigned because of any
disagreement with CST on any matter relating to CSTs
operations, policies or practices. In accordance with the
Merger Agreement, effective as of the Effective Time, Darrell
Davis, the sole director of Merger Sub immediately prior to the
Effective Time, became the sole director of CST. Other than the
Merger Agreement provision providing that the director of
Merger Sub immediately prior to the Effective Time will become
the director of the surviving entity in the Merger, there are
no arrangements or understandings between Mr. Davis and any
other person to which he was selected as a director.
Replacement of Named Executive Officers
In connection with the Merger, immediately following the
Effective Time, CSTs named executive officers were removed from
their offices and CST appointed the following individuals to
the offices indicated:
Effective Time, CSTs named executive officers were removed from
their offices and CST appointed the following individuals to
the offices indicated:
|
Name
|
Office
|
|
Darrell Davis
|
President and Senior Vice President Operations
(principal executive officer and principal operating officer) |
|
Kathy Cunnington
|
Treasurer and Secretary, Vice President Shared
Services (principal financial officer and principal accounting officer) |
There are no arrangements or understandings between any of
the newly appointed officers and any other person to which
the newly appointed officers were selected for their
respective offices.
the newly appointed officers and any other person to which
the newly appointed officers were selected for their
respective offices.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
to the Merger Agreement, at the Effective Time, the
certificate of incorporation of CST was amended and restated
in its entirety as set forth in Annex I to the Merger
Agreement, and the bylaws of Merger Sub as in effect
immediately prior to the Effective Time became the bylaws of
CST, except that the name of the company set forth therein
was changed to CST Brands, Inc.
certificate of incorporation of CST was amended and restated
in its entirety as set forth in Annex I to the Merger
Agreement, and the bylaws of Merger Sub as in effect
immediately prior to the Effective Time became the bylaws of
CST, except that the name of the company set forth therein
was changed to CST Brands, Inc.
A copy of the amended and restated certificate of
incorporation and amended and restated bylaws of CST are
filed as Exhibits 3.1 and 3.2, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.
incorporation and amended and restated bylaws of CST are
filed as Exhibits 3.1 and 3.2, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number
|
Description of Document
|
|
|
2.1
|
Agreement and Plan of Merger, dated as of August
21, 2016, by and among Circle K Stores Inc., Ultra Acquisition Corp. and CST Brands, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CST on August 23, 2016). |
|
|
3.1
|
Amended and Restated Certificate of Incorporation
of CST Brands, Inc. |
|
|
3.2
|
Amended and Restated Bylaws of CST Brands, Inc.
|
CST BRANDS, INC. ExhibitEX-3.1 2 exhibit31amendedandrestate.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFCST BRANDS,…To view the full exhibit click here About CST Brands, Inc. (NYSE:CST)
CST Brands, Inc. (CST) is a holding company. The Company is an independent retail of motor fuel and convenience merchandise in the United States and eastern Canada. Its retail operations include the sale of motor fuel at convenience stores, commission agents and cardlocks; the sale of food, convenience merchandise items and services at convenience stores, and the sale of heating oil to residential customers and heating oil and motor fuel to small commercial customers. The Company operates in three segments: U.S. Retail, Canadian Retail and CrossAmerica. U.S. Retail segment is engaged in motor fuel sale, food sale and sale of convenience merchandise, and services. The Company’s Canadian Retail segment includes Company operated convenience stores, commission agents, cardlocks and heating oil operations located in Canada. The CrossAmerica segment distributes motor fuel to lessee dealers, independent dealers, affiliated dealers, CST’s U.S. Retail Segment and sub-wholesalers.