UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On November 9, 2022, CrossAmerica Partners LP (the “Partnership”), in connection with its acquisition (such acquisition, the “CSS Acquisition”) of certain assets of Community Service Stations, Inc. (“CSS”) pursuant to an Asset Purchase Agreement, dated as of August 23, 2022, among CSS, as seller, and LGP Realty Holdings LP, Lehigh Gas Wholesale LLC, and Lehigh Gas Wholesale Services, Inc. (“Services”), as buyers, entered into an amendment (the “Amendment”) to the Partnership’s Credit Agreement, dated as of April 1, 2019 (as previously amended, the “Credit Agreement”), among the Partnership and Services, as 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. The Amendment, among other things, designates the CSS Acquisition as a Specified Acquisition (as defined in the Credit Agreement) which permits the borrowers to elect a Specified Acquisition Period (as defined in the Credit Agreement) and, if so elected, changes certain financial covenants for four fiscal quarters immediately following the quarter in which the election was made.
The Amendment will be filed as an exhibit to the Partnership’s annual report on Form 10-K for the year ending December 31, 2022.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On November 10, 2022, the Partnership issued a press release announcing the closing of the CSS Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 and Exhibit 99.1 of Item 9.01 of this Current Report on Form 8-K, according to general instruction B.2. of Form 8-K, shall not be deemed “filed” for the purposes of Section 18 of the Securities 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 pursuant 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
(d) Exhibits
Exhibit No. |
Description |
99.1 |
Press Release dated November 10, 2022 regarding CSS Acquisition. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CrossAmerica Partners LP |
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By: |
CrossAmerica GP LLC |
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its general partner |
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By: |
/s/ Keenan D. Lynch |
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Name: |
Keenan D. Lynch |
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Title: |
General Counsel and Chief Administrative Officer |
Dated: November 10, 2022
Exhibit 99.1
CrossAmerica Announces the Closing of Acquisition of Assets of Community Service Stations
ALLENTOWN, PA, November 10, 2022 – CrossAmerica Partners LP (NYSE: CAPL) announced today that it has completed the previously announced agreement to acquire certain assets of Community Service Stations for a purchase price of $27.5 million plus working capital .
The assets consist of wholesale fuel supply contracts to 38 dealer owned locations, 35 subjobber accounts and two commission locations (1 fee based and 1 lease). The supply contracts include approximately 75 million gallons of fuel annually through such fuel brands as Exxon Mobil, Shell, Gulf and others.
The acquisition was financed with cash on hand and undrawn capacity under the CrossAmerica revolving credit facility. The Partnership expects the acquisition to be immediately accretive to distributable cash flow to limited partners.
Matrix Capital Markets Group, Inc. served as the exclusive financial advisor to Community Service Stations, Inc.
About CrossAmerica Partners LP
CrossAmerica Partners is a leading wholesale distributor of motor fuels, convenience store operator and owner and lessor of real estate used in the retail distribution of motor fuels. Its general partner, CrossAmerica GP LLC, is indirectly owned and controlled by entities affiliated with Joseph V. Topper, Jr., the founder of CrossAmerica Partners and a member of the board of the general partner since 2012. Formed in 2012, CrossAmerica Partners LP is a distributor of branded and unbranded petroleum for motor vehicles in the United States and distributes fuel to approximately 1,750 locations and owns or leases approximately 1,150 sites. With a geographic footprint covering 34 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Sunoco, Valero, Gulf, Citgo, Marathon and Phillips 66. CrossAmerica Partners ranks as one of ExxonMobil's largest distributors by fuel volume in the United States and in the top 10 for additional brands. For additional information, please visit www.crossamericapartners.com.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this release that state the Partnership’s or management’s expectations or predictions of the future are forward-looking statements. The words “believe,” “expect,” “should,” “intends,” “estimates,” “target” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see CrossAmerica’s Form 10-K or Forms 10-Q filed with the Securities and Exchange Commission, and available on CrossAmerica’s website at www.crossamericapartners.com. The Partnership undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.
Contacts
Investors:
Randy Palmer, 210-742-8316
rpalmer@caplp.com