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): October 7, 2015
CrossAmerica Partners LP
(Exact name of registrant as 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) | |
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 Director
On and effective as of October 7, 2015, Stephan F. Motz, member of the board of directors 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, Inc. (“CST Brands”), resigned in his capacity as director as part of a management rotation.
On and effective as of October 7, 2015, CST Brands, which controls the General Partner, appointed Jeremy L. Bergeron as member of the board of directors of the General Partner. Mr. Bergeron has served as President of the Partnership since March 26, 2015. Previously, Mr. Bergeron was Senior Vice President of Integration and Development Operations of CST Brands and Vice President and Treasurer of CST Brands from May 2013 to September 2014. 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 43 years old.
There is no arrangement or understanding between this newly elected director, and any other person pursuant to which such director was elected. There are no relationships of the newly elected director that would require disclosure pursuant to Item 404(a) of Regulation S-K. Since Mr. Bergeron is an executive officer of the General Partner, he will not receive any additional compensation as a member of the board of directors of the General Partner.
As previously disclosed, on October 1, 2015, Joseph V. Topper, Jr. retired as the Chief Executive Officer of the General Partner. Mr. Topper will continue to serve as a member of the board of directors of both CST Brands and the General Partner.
Item 7.01 Regulation FD Disclosure
On October 6, 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 October 6, 2015. | |
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.
CrossAmerica Partners LP | |||
By: | CrossAmerica GP LLC | ||
its general partner | |||
By: | /s/ Hamlet T. Newsom, Jr. | ||
Name: | Hamlet T. Newsom, Jr. | ||
Title: | Vice President, General Counsel and Corporate Secretary | ||
Dated: October 7, 2015
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
99.1 | Press release dated October 6, 2015. | |
For Immediate Release Karen Yeakel
Oct. 6, 2015 Ex. Dir. Investor Relations
Joe Topper retires as CEO of CrossAmerica Partners
(SAN ANTONIO, TX and ALLENTOWN, PA) —Joe Topper stepped down from his role as CEO of CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”) on Oct. 1, 2015 with a retirement celebration Monday in Allentown, Pennsylvania and at the New York Stock Exchange, where Topper rang the closing bell.
Topper will continue to serve on the boards of both CrossAmerica and CST Brands, Inc. (NYSE: CST), which owns the general partner of CrossAmerica. Jeremy Bergeron, who has served as President of CrossAmerica since March, will continue in his leadership role following Topper’s exit and will be joining the board of directors of the general partner of CrossAmerica.
In 2012, Topper founded CrossAmerica’s predecessor Lehigh Gas Partners. In 2014, with the purchase of the general partnership by CST, the Partnership was renamed CrossAmerica Partners. The Partnership is a leading distributor of wholesale fuels as well as an owner of real estate and convenience stores throughout the United States.
“We are grateful to Joe for his leadership and vision in founding the business that has grown into CrossAmerica Partners,” said Jeremy Bergeron, CrossAmerica’s President. “We look forward to strengthening the foundation he built and adding to his legacy. We also welcome his guidance on the boards of CST and CrossAmerica.”
“As I step down as CEO of CrossAmerica, I feel confident the Partnership is under strong management with Jeremy as President,” Topper said. “CrossAmerica has had phenomenal growth and, as a board member, I am excited to help foster this growth into the future.”
CrossAmerica Partners LP, 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, the company distributes fuel to over 1,050 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, West Virginia, Virginia, Illinois and Indiana. The company is affiliated with several major oil brands, including ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf and Citgo. CrossAmerica 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 (formerly www.lehighgaspartners.com).
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 over 14,000 Team Members at
approximately 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 wholesale distributor of fuels, which distributes fuel to over 1,100 locations across 23 states. For more information about CST, please visit cstbrands.com.
Contacts
CST Brands, Inc.
Investors:
Randy Palmer, 210-692-2160
or
Investors:
Randy Palmer, 210-692-2160
or
CrossAmerica Partners LP
Karen Yeakel, 610-625-8005
or
Media:
Lisa Koenig, 210-692-2659
or
Media:
Lisa Koenig, 210-692-2659
or
The DeBerry Group
Melissa Ludwig or Trish DeBerry, 210-223-2772
Melissa Ludwig or Trish DeBerry, 210-223-2772