UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2018

CrossAmerica Partners LP

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (610) 625-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

 

 

 

 

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Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Officers

On February 23, 2018, the board of directors (the “Board”) of CrossAmerica GP LLC, the general partner (the “General Partner”) of CrossAmerica Partners LP (the “Partnership”) accepted, effective March 1, 2018, the resignation of Jeremy L. Bergeron in his capacity as President of the General Partner. Mr. Bergeron was confirmed by the Board in his role as Chief Executive Officer of the General Partner.

 

As part of a planned leadership transition, on February 23, 2018, Gerardo Valencia was appointed by the Board, effective March 1, 2018, as President of the General Partner.

 

Gerardo Valencia (41), President. Mr. Valencia was appointed President of our General Partner, effective March 1, 2018. Mr. Valencia worked for BP p.l.c. from May 1997 until February 2018 in different positions, including retail operations, asset management, business development, and wholesale fuel sales and strategy for different markets around the globe. He was President of ampm, the convenience store subsidiary of BP p.l.c., head of sales and marketing for the U.S. West Coast and, in his last role within BP p.l.c., was responsible for retail strategy and implementation of programs across North America. He holds a master’s degree in business administration from the Kellogg School of Management and a bachelor of science degree in industrial and mechanical engineering from the Monterrey Institute of Technology in Mexico.

Mr. Valencia does not have an employment contract with the Partnership or its affiliates. As an employee of Circle K Stores, Inc. and its affiliates (“Circle K”), Mr. Valencia’s services to the Partnership are provided in accordance with the Amended and Restated Omnibus Agreement and reimbursed as part of the management fee. 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 they participate in Circle K’s employee benefit plans and arrangements. Circle K, a wholly owned subsidiary of Alimentation Couche-Tard Inc., is the indirect owner of the General Partner. There are no family relationships between any of the appointed officers of the General Partner and any other director or executive officer of the General Partner.  There are no relationships of the officers that would require disclosure pursuant to Item 404(a) of Regulation S-K.

 

Board of Directors

On February 26, 2018, Mr. Valencia was appointed as a member of the Board, effective March 1, 2018, increasing the number of directors to nine.

 

There is no arrangement or understanding between Mr. Valencia and any other person pursuant to which Mr. Valencia was elected. There are no relationships of Mr. Valencia that would require disclosure pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD

 

On February 27, 2018, the Partnership issued a press release relating to management changes in the Partnership. A copy of such press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

 

The information in this Item 7.01 is being furnished pursuant to Regulation FD. The information in Item 7.01 and Exhibit 99.1 of Item 9.01 of this Current Report, 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. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits

Exhibits NoDescription

 

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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.

 

Dated: February 28, 2018

Exhibit 99.1

 

CrossAmerica Partners’ Board of Directors is proud to announce new Leadership within its executive team

Allentown, PA, February 27, 2018 – CrossAmerica Partners LP (NYSE: CAPL) ("CrossAmerica" or the "Partnership"), a leading wholesale fuels distributor, announced today a planned leadership change within the executive team of the Partnership. Gerardo Valencia will be joining CrossAmerica as president, effective March 1, 2018, and will be joining the Board at that time. Valencia will work from the Allentown, Pennsylvania headquarters and, following a transition period, will also be appointed chief executive officer.

In order to ensure a smooth leadership transition, Jeremy Bergeron will resign as president of CrossAmerica effectively March 1, 2018 and continue in his role as chief executive officer until the time of the transition.  In the 2^nd or 3^rd Quarter of calendar 2018, Bergeron will be assuming a new leadership role within Alimentation Couche-Tard (TSX: ATD.A/ATD.B,) and Valencia will assume the additional role of chief executive officer for the Partnership.

“The Board of Directors of CrossAmerica is thrilled to have Gerardo join the team and are confident that he will lead the Partnership to an exciting future,” said Alex Miller, Chairman of the Board of Directors and Senior Vice President of Operations & Global Fuels at Couche-Tard. “Gerardo’s over 20 years of experience in the downstream oil industry, convenience and fuel retailing in North America and Europe will help propel CrossAmerica to its next chapter.”

Prior to joining CrossAmerica, Valencia was responsible for retail operations, asset management, business development, national wholesale fuel sales and strategy for different markets around the globe for BP p.l.c.  He was president at ampm, the convenience store subsidiary of BP p.l.c., head of sales and marketing for the U.S. West Coast and, in his last role within BP p.l.c., was responsible for retail strategy and implementation of programs across North America. He holds an MBA from the Kellogg School of Management and a Bachelor of Science Degree in Industrial and Mechanical Engineering from the Monterrey Institute of Technology in Mexico.

“Gerardo is a proven leader and brings with him extensive experience across both the wholesale and retail businesses,” stated Bergeron.  “He is an excellent addition to this terrific CrossAmerica team, and I look forward to working with him to grow the business and build more value for our unitholders.”

“I believe that combining my deep background in the fuel and retail industry with this talented and seasoned team will help CrossAmerica reach a new level of growth and development,” said Valencia. “I am honored to have the opportunity to be part of this organization, and I look forward to working with Jeremy and the entire CrossAmerica organization.”

“On behalf of the Board, we want to thank Jeremy for his leadership at CrossAmerica,” said Miller, “He has guided us through a very challenging MLP market period, continues to transition the organization through its initial integration with Couche-Tard, and provide a strong vision for the Partnership.”

 

 

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About CrossAmerica Partners LP

 

CrossAmerica Partners is a leading wholesale distributor of motor fuels and owner and lessor of real estate used in the retail distribution of motor fuels. Its general partner, CrossAmerica GP LLC, is a wholly owned subsidiary of Alimentation Couche-Tard Inc. 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 1,200 locations and owns or leases approximately 900 sites. With a geographic footprint covering 31 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Chevron, 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.

 

Investor Relations Contact

Randy Palmer, 210-692-2160

Media Contact

Lisa Koenig, 210-692-2659

Safe Harbor Statement

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 the 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.