View:

Download DOC

Download PDF

Download XLS

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

Lehigh Gas Partners LP
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 19, 2014, in connection with the closing of the transaction described in Item 2.01 of this Form 8-K, Lehigh Gas Partners LP (the "Partnership") and certain of its subsidiaries ("Lehigh") and B&R Oil Company, Inc. and certain of its affiliates ("Atlas") entered into an amendment to the Asset Purchase Agreement dated as of March 21, 2014, with an effective date of April 16, 2014, by and between Lehigh and Atlas (the "Amendment"). Among other things, the Amendment provides that (a) the Purchase Price (as defined in the Amendment) shall be reduced with respect to certain of the Assets (as defined in the Amendment), (b) certain sites and the contracts related to such sites were excluded from the Assets and the Purchase Price was reduced by the amount allocated to such assets, and (c) the closing with respect to the supply agreements for eight (8) sites was delayed until Lehigh could obtain the state licenses required to operate such sites. The net effect of the Amendment was to reduce the total consideration to $40.9 million, subject to certain post-closing adjustments.

The descriptions of the Agreement and the Amendment under Items 1.01 and 2.01 of this Form 8-K do not purport to be complete and are qualified in their entirety by reference to (i) the Agreement, which is incorporated by reference herein to Exhibit 2.1 to the Current Report filed by the Partnership on April 17, 2014, and (ii) the Amendment, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The registrant has omitted schedules, exhibits and similar attachments to the Amendment and APA pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule, exhibit or similar attachment to the SEC upon request. The representations and warranties of the parties in the Agreement and Amendment are, in many respects, qualified by materiality and limited to the knowledge of the entity making the representation and warranty, but their accuracy forms the basis of one of the conditions to the obligations of the parties to complete the transaction. Please note, however, that these representations and warranties were made only for purposes of the Agreement and the Amendment and as of specific dates, were solely for the benefit of the parties thereto, and are subject to limitations agreed to between the parties, including that they are qualified by disclosures between the parties that are not included with this report. Accordingly, investors and third parties should not rely on these representations and warranties as independent characterizations of the actual state of facts at the time they were made or otherwise but should consider them together with the other information that we have disclosed in other filings with the SEC.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 21, 2013, the Partnership announced the completion of the previously announced purchase of certain assets from Atlas. The Partnership purchased 53 wholesale supply contracts, 11 fee or leasehold sites and certain other assets for total consideration of $35.7 million. In addition, the Partnership acquired certain short term financing assets related to the acquired assets for $5.2 million, bringing the total consideration to $40.9 million, subject to certain post–closing adjustments. The transaction was financed under the Partnership’s credit facility.

Item 9.01 Financial Statements and Exhibits.

On May 21, 2014, the Partnership issued a press release announcing the closing of the transaction described in Item 2.01 above. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

SIGNATURES

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.

Exhibit Index

Exhibit 2.1

Fifth Amendment to Asset Purchase Agreement

This Fifth Amendment to Asset Purchase Agreement (“Amendment”) is made this 19^th day of May, 2014, by and among Lehigh Gas Partners LP, B&R Oil Company, Inc. and the other entities listed on the signature pages of this Amendment.

Background

Seller and Purchaser are parties to that certain Asset Purchase Agreement (as amended from time to time, the “Asset Purchase Agreement”) dated as of March 21, 2014. Seller and Purchaser desire to amend the Asset Purchase Agreement as set forth more fully below.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Amendment

“It is anticipated that for a period of time after Closing, Purchaser will supply certain Sites and Supply Sites before the processing of credit card transactions for such Sites and Supply Sites is transferred from Seller to Purchaser.  Accordingly, the parties agree that: (i) Seller shall continue to process such credit card transactions until the processing of credit card transactions has been transferred to Purchaser; (ii) all funds received by Seller in connection with processing such credit card transactions as of 12:01 am, May 19, 2014 for each Site or Supply Site through the date the processing of credit card transactions for the applicable Site or Supply Site have been transferred to Purchaser (in the aggregate, the “Credit Card Funds”) shall be paid to Seller; (iii) at Closing, One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) of the Purchase Price will be placed in escrow with the Escrow Agent (the “Credit Card Escrow Funds”); (iv) Purchaser shall have the right to receive immediate payment from the Credit Card Escrow Funds in an amount equal to the Credit Card Funds received by Seller pursuant to subsection (ii) above; (v) Seller agrees to make available or give Purchaser access to the BP credit card portal (or provide detailed reports) in order to determine the amount of Credit Card Funds received from each Site or Supply Site; (vi) any Credit Card Escrow Funds remaining after the processing of credit card transactions for all such Sites and Supply Sites is transferred from Seller to Purchaser and Purchaser has received all payments from the Credit Card Escrow Funds pursuant to subsection (iv) above, shall be paid to Seller; (vii) in the event that the Credit Card Funds paid to Seller exceed the amount of the Credit Card Escrow Funds, Seller shall immediately wire such excess funds to Purchaser.  Notwithstanding anything to the contrary in the Asset Purchase Agreement, Seller shall retain the Security Deposits for each Site and Supply Site until Seller has been paid its accounts receivable balance owed Seller by the dealer at each Site or Supply Site for fuel deliveries made by Seller within three (3) days prior to Closing. Purchaser shall defend, indemnify and hold each Seller and its respective affiliates, subsidiaries, owners, members, partners, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any Loss incurred in connection with, arising out of, resulting from, based on, or relating to or incident to any claim by any dealer or other person with respect to the operation of this third paragraph of Section 1.2. The provisions of the foregoing paragraph shall survive the Closing Date.”

“Seller and Purchaser acknowledge and agree that (i) BP pays a lump sum rebate to the jobber under both the Competitive Conversion program and Major Modification program agreements once every six (6) months, which includes all qualifying rebates that accrued during the six (6) month period attributable to the rebate payment (the “JOIP Rebate Payments”); (ii) Seller has paid the rebates earned under the Major Modification program agreements to the dealers whose sites are subject to such agreements for the months and in the amounts designated on the attached Schedule 13(1) and has not received the associated JOIP Rebate Payments from BP as of the date of this Amendment (the “Major Mod Dealer Rebates”); (iii) Seller has earned the rebates under the Competitive Conversion program agreements for the months and in the amounts designated on the attached Schedule 13(2) and has not received the associated JOIP Rebate Payments from BP as of the date of this Amendment (the “Competitive Conversion Rebates”); (iv) Seller will assign and Purchaser will assume the Jobber Incentive Agreements listed on Schedule 1.1(a)(iv) to the Agreement at Closing and BP will pay to Purchaser the JOIP Rebate Payments attributable to the Major Mod Dealer Rebates and the Competitive Conversion Rebates according to the six (6) month payment schedule identified in the reconciliation statements attached to the assignment agreement for each Jobber Incentive Agreement; (v) Purchaser will pay to Seller the Major Mod Dealer Rebates and Competitive Conversion Rebates listed on Schedule 13(1) and Schedule 13(2), respectively, promptly after receipt of same from BP and Purchaser will use commercially reasonable efforts to obtain those JOIP Rebate Payments from BP; (vi) Purchaser will pay to the dealers the qualifying Major Mod Dealer Rebates and qualifying Competitive Conversion Rebates to the dealers on a monthly basis through the duration of the Jobber Incentive Agreements beginning with the month of May, 2014; and (vii) subject to subsection (v) above, Purchaser shall have the right to all JOIP Rebate Payments paid by BP to Purchaser attributable to the Major Mod Dealer Rebates and Competitive Conversion Rebates. Seller represents and warrants to Purchaser that the information provided in Schedule 13(1) and Schedule 13(2) is true and accurate in all respects.”

Indemnification by Purchaser. In addition to Purchaser’s indemnification obligations set forth in Article 5 above, from and after the Closing Date, Purchaser covenants and agrees to and shall defend, indemnify and hold each Seller and its respective affiliates, subsidiaries, owners, members, partners, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any Loss incurred in connection with, arising out of, resulting from, based on, or relating to or incident to any of the following:

(a) Post-Closing Liabilities. The ownership, possession, use, occupancy or operation of any of the Assets or the Business after the Closing Date for such Assets;

(b) Misrepresentation or Breach of Warranty. Any material inaccuracy in or breach of any of Purchaser’s material representations or warranties set forth in this Agreement or in any of the documents and instruments executed in connection herewith, irrespective of any investigation or lack thereof on the part of Seller;

(c) Breach of Covenant or Agreement. Any material breach or nonfulfillment by Purchaser of any of its covenants, agreements or other obligations set forth in this Agreement or in any of the documents and instruments executed in connection herewith; and/or

(d) Investigating, preparing or defending any litigation or proceeding (commenced or threatened) incident to the enforcement of the Purchaser’s indemnification obligations hereunder.

Indemnification under this Section 8.2 shall not apply to any matters covered by Article 5 of this Agreement, the indemnification for which is set forth in Section 5.9.

[Signature pages to follow]

1

IN WITNESS WHEREOF, the parties have each caused this Fifth Amendment to Asset Purchase Agreement to be executed as of the date first set forth above.

2

Exhibit 99.1

Lehigh Gas Partners LP Completes the Acquisition of Wholesale Motor Fuel Supply Contracts and Motor Fuel Stations in the Chicago Market

ALLENTOWN, PA (May 21, 2014) — Lehigh Gas Partners LP (NYSE: LGP) (the “Partnership”) announced today that it completed the previously announced asset acquisition from affiliates of Atlas Oil Company. The Partnership purchased 53 wholesale supply contracts, 11 fee or leasehold sites and certain other assets for total consideration of $35.7 million. In addition, LGP acquired certain other short term financing assets related to the acquired assets for $5.2 million, bringing the total consideration to $40.9 million, subject to certain post -closing adjustments. The transaction was financed under the Partnership’s credit facility.

About Lehigh Gas Partners

Lehigh Gas Partners, headquartered in Allentown, PA, is a leading wholesale distributor of motor fuels and owner and lessee of real estate used in the retail distribution of motor fuels. Formed in 2012, Lehigh Gas Partners distributes fuel to over 1,100 locations and owns or leases more than 625 sites in fourteen states: Pennsylvania, New Jersey, Ohio, Florida, New York, Massachusetts, Kentucky, New Hampshire, Maine, Tennessee, Maryland, Delaware, West Virginia and Virginia. The company is affiliated with several major oil brands, including ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf and Citgo. LGP ranks as one of ExxonMobil’s largest distributors by fuel volume in the United States and in the top 10 for many additional brands. For additional information, please visit www.lehighgaspartners.com

CONTACTS:

INVESTORS:
Karen Yeakel
Vice President, Investor Relations
Lehigh Gas Partners
610-625-8126
kyeakel@lehighgas.com

Forward-Looking Statements

This press release and any oral statements made regarding the subjects of this release may contain forward-looking statements, which may include, but are not limited to, statements regarding the Partnership’s plans, objectives, expectations and intentions and other statements that are not historical facts, including statements identified by words such as “outlook,” “intends,” “plans,” “estimates,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “anticipates,” “foresees,” or the negative version of these words or other comparable expressions. All statements addressing operating performance, events, or developments that the Partnership expects or anticipates will occur in the future, including statements relating to revenue growth and earnings or earnings per unit growth, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements. The forward-looking statements are based upon the Partnership’s current views and assumptions regarding future events and operating performance and are inherently subject to significant business, economic and competitive uncertainties and contingencies and changes in circumstances, many of which are beyond the Partnership’s control. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Partnership on its website or otherwise. The Partnership does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

Although the Partnership does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Partnership cannot guarantee their accuracy. Achieving the results described in these statements involves a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the factors discussed in this report and those described in the “Risk Factors” section of the Partnership’s Form 10-K filed on March 10, 2014 with the Securities and Exchange Commission as well as in the Partnership’s other filings with the Securities and Exchange Commission. No undue reliance should be placed on any forward-looking statements.

###