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): March 26, 2015
CrossAmerica Partners LP
(Exact name of registrant specified in its charter)
| Delaware | 001-35711 | 45-4165414 | ||
| (State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
645 West Hamilton Street, Suite 500
Allentown, PA 18101
(Address of principal executive offices, zip code)
(610) 625-8000
Registrant’s telephone number, including area code
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Certain Officers
On and effective as of March 26, 2015, Joseph V. Topper, Jr. notified CST Brands, Inc., a Delaware corporation (“CST Brands”) (NYSE: CST), of his decision to not renew his employment agreement with CST Services LLC, wholly owned subsidiary of CST Brands, which will expire September 30, 2015. Under his employment agreement he serves as the President and Chief Executive Officer of CrossAmerica GP LLC, the general partner (the “General Partner”) of CrossAmerica Partners LP, a publicly-traded Delaware limited partnership (the “Partnership”) (NYSE: CAPL), which is owned and controlled by CST Brands. Mr. Topper will step down as President of the Partnership for the balance of his employment agreement term to facilitate an orderly leadership transition for the Partnership. Mr. Topper will remain a member of the board of directors of both CST Brands and the General Partner after the expiration of his employment agreement.
In addition, on and effective as of March 26, 2015, each of Mark L. Miller, the Chief Financial Officer and Treasurer of the General Partner, and David A. Sheaffer, the Chief Accounting Officer of the General Partner, resigned in their respective capacities as officers of the General Partner.
Appointment of Certain Officers
On and effective as of March 26, 2015, the Board of Directors of the General Partner appointed Jeremy Bergeron as President of the General Partner, Clayton E. Killinger as Chief Financial Officer and Treasurer of the General Partner and Hamlet T. Newsom, Jr. as Vice President, General Counsel and Corporate Secretary of the General Partner.
Since October 2013, Mr. Bergeron has served as Senior Vice President of Integration and Development Operations of CST Brands. Mr. Bergeron was appointed Vice President and Treasurer of CST Brands in May 2013. Prior to the spin-off of CST Brands from Valero Energy Corporation (“Valero”), Mr. Bergeron was with Valero for 17 years, holding various positions including Corporate Safety Director and Vice President of Insurance. Mr. Bergeron is 42 years old.
Mr. Killinger currently serves, and will continue to serve following his appointment, as Executive Vice President and Chief Financial Officer of CST Brands. Mr. Killinger joined CST Brands in January 2013 after 11 years of service with Valero, where he served as Senior Vice President and Controller since 2007. Mr. Killinger is 54 years old.
Mr. Newsom previously served as Vice President, Associate General Counsel and Assistant Secretary of iHeartMedia, Inc., iHeartCommunications, Inc., iHeartMedia Capital I, LLC and Clear Channel Outdoor Holdings, Inc. from August 2009 until March 2015. Mr. Newsom is 48 years old.
There are no arrangements or understandings with the General Partner, the Partnership, CST Brands or any other persons, pursuant to which any of Mr. Bergeron, Mr. Killinger and Mr. Newsom (collectively, the “Appointed Officers”) was appointed as an officer of the General Partner. At this time, the General Partner is not aware of any transactions, since the beginning of the General Partner’s last fiscal year, or any currently proposed transactions, in which the General Partner was or is to be a participant involving amounts exceeding $120,000, and in which and of the Appointed Officers had or will have a direct or indirect material interest. Consistent with other named executive officers of the General Partner, the Appointed Officers will be eligible to receive equity compensation under the Amended and Restated 2013 Omnibus Stock and Incentive Plan of CST Brands and the CrossAmerica Partners LP (f/k/a Lehigh Gas Partners LP) 2012 Incentive Award Plan.
Item 7.01. Regulation FD Disclosure
On March 27, 2015, the Partnership issued a press release relating to the events described in Item 5.02 of this Current Report. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
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 report, according to general instruction B.2., 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. 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. By filing this report on Form 8-K and furnishing this information, the Partnership makes no admission as to the materiality of any information in this report that the Partnership chooses to disclose solely because of Regulation FD.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release dated March 27, 2015. | |
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.
| CrossAmerica Partners LP | ||||||
| By: | CrossAmerica GP LLC | |||||
| its general partner | ||||||
| Dated: March 27, 2015 | By: | /s/ Hamlet T. Newsom, Jr. | ||||
| Name: | Hamlet T. Newsom, Jr. | |||||
| Title: | Vice President, General Counsel and Corporate Secretary | |||||
Exhibit Index
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release dated March 27, 2015. | |
Exhibit 99.1
|
|
|
|
CST Brands and CrossAmerica Partners announce
leadership reorganization
SAN ANTONIO and ALLENTOWN, PA (March 27, 2015) – CST Brands, Inc. (NYSE:CST) (“CST Brands”) and CrossAmerica Partners LP (NYSE:CAPL) (“CrossAmerica”) announced today that Joe Topper, the Chief Executive Officer and President of CrossAmerica, has decided to retire as CEO effective September 30, 2015. In order to ensure a smooth leadership transition, Topper will resign as President of CrossAmerica effective immediately and Jeremy Bergeron, who served as CST Brands’ Senior Vice President of Integration and Development Operations, has been named CrossAmerica’s President.
Topper will continue the day-to-day management of CrossAmerica until September 30th. Bergeron will report to Topper until Topper retires as CEO. Topper will also continue to serve on the boards of both CrossAmerica and CST Brands after he formally steps down as CEO.
“I look forward to working side-by-side with Jeremy and introducing him to our great employees, as well as the Allentown, Pennsylvania community,” said Topper. “One thing is certain, he will definitely need warmer clothes.”
“Without a doubt,” said Bergeron, “Joe’s shoes are big ones to fill, but my family and I are thrilled with the prospect of joining the Allentown community.”
David Hrinak, CrossAmerica’s current Executive Vice-President and COO, will continue in his role and report directly to Bergeron. Hrinak brings decades of experience in the industry, and a calm, steady leadership presence to the organization.
“We want to thank Joe for his tremendous leadership and for graciously giving us six months to make this a seamless transition,” said Kim Lubel, Chairman, CEO and President of CST Brands. “With this strong leadership succession plan, we hope to continue to create value for our shareholders and unit holders. We are excited for the next phase in the growth of our integrated company.”
1 | Page
About CST Brands, Inc.
CST Brands, Inc. (NYSE: CST), a Fortune 500 Company, is one of the largest independent retailers of motor fuels and convenience merchandise in North America. Based in San Antonio, Texas, CST employs nearly 12,000 Team Members at nearly 1,900 locations throughout the Southwestern United States, New York and Eastern Canada offering a broad array of convenience merchandise, beverages, snacks and fresh food. In the U.S., CST Corner Stores proudly sell fuel and signature products such as Fresh Choices baked and packaged goods, U Force energy and sport drinks, Cibolo Mountain coffee, FC Soda and Flavors2Go fountain drinks. In Canada, CST is the exclusive provider of Ultramar fuel and its Dépanneur du Coin and Corner Stores sell signature Transit Café coffee and pastries. CST also owns the general partner of CrossAmerica Partners LP, a master limited partnership and wholesale distributor of motor fuels, based in Allentown, Pennsylvania. For more information about CST, please visit cstbrands.com.
About CrossAmerica Partners LP
CrossAmerica 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. Its general partner, CrossAmerica GP LLC, is a wholly owned subsidiary of CST Brands, Inc., one of the largest independent retailers of motor fuels and convenience merchandise in North America. Formed in 2012, CrossAmerica Partners distributes fuel to over 1,100 locations and owns or leases more than 625 sites in sixteen states: Pennsylvania, New Jersey, Ohio, Florida, New York, Massachusetts, Kentucky, New Hampshire, Maine, Tennessee, Maryland, Delaware, Illinois, Indiana, West Virginia and Virginia. The Partnership has long-term established relationships with several major oil brands, including ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf and Citgo. CrossAmerica Partners 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.crossamericapartners.com.
Source: CST Brands, Inc. and CrossAmerica Partners LP
CST Brands, Inc.
Investor Relations:
Randy Palmer, Director of Investor Relations, 210-692-2160
or
Media Relations:
Lisa Koenig, Director of Communications, 210-692-2659 or
The DeBerry Group
Melissa Ludwig, 210-223-2772 or Trish DeBerry, 210-223-2772
or
CrossAmerica Partners LP
Investor Relations:
Karen Yeakel, Vice President of Investor Relations, 610-625-8126
2 | Page