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 1, 2016
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 7.01 Regulation FD Disclosure
On February 1, 2016, CrossAmerica Partners LP (the “Partnership”) issued a press release announcing that the board of directors of its general partner had approved a quarterly distribution of $0.5925 per unit attributable to the fourth quarter of 2015 (annualized $2.37 per unit), representing a 2.6% increase in the Partnership’s cash distribution per unit from $0.5775 per quarter ($2.31 per unit annualized) paid with respect to the third quarter of 2015 and a 9.2% increase compared with the fourth quarter of 2014. The distribution attributable to the fourth quarter is payable on February 24, 2016 to all unitholders of record on February 12, 2016.
The information in this Current Report 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 (the “Exchange Act”), 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. The information set forth in the attached Exhibit 99.1 is being “furnished” to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
Exhibit No. | Description | |
99.1 | Press Release dated February 1, 2016, regarding the declaration of a distribution | |
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: February 1, 2016
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
99.1 | Press Release dated February 1, 2016, regarding the declaration of a distribution | |
NEWS RELEASE
CrossAmerica Partners LP Declares Increase of Quarterly Distribution
• | An increase in the distribution of $0.015 per unit or 2.6% from the previous quarterly distribution per unit |
• | Distribution increase results in growth of 8.1% per unit attributable to 2015 compared to distributions per unit attributable to 2014 |
ALLENTOWN, PA (February 1, 2016) – CrossAmerica Partners LP (NYSE: CAPL) announced today that the Board of Directors of its general partner has approved a quarterly distribution of $0.5925 per unit attributable to the fourth quarter of 2015 (annualized $2.37 per unit), representing a 2.6 percent increase in the Partnership's cash distribution per unit from $0.5775 per quarter ($2.31 per unit annualized) paid with respect to the third quarter of 2015 and a 9.2 percent increase compared with the fourth quarter of 2014. The distribution attributable to the fourth quarter is payable on February 24, 2016 to all unitholders of record on February 12, 2016.
“This 1.5 cent per unit increase in our quarterly distribution is consistent with our previously provided guidance and completes our commitment to increase distributions per unit attributable to 2015 by 7%-9% over 2014”, said Jeremy Bergeron, President of CrossAmerica Partners. “This distribution increase is also indicative of the continued strength in the current, as well as the long-term, fundamentals of our underlying business. We look forward to reporting our year-end and fourth quarter results later this month.”
About CrossAmerica Partners LP
CrossAmerica Partners 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 LP is a distributor of branded and unbranded petroleum for motor vehicles in the United States and distributes fuel to more than 1,200 locations and owns or leases more than 800 sites. With a geographic footprint covering 25 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf, Citgo and Marathon. 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.
Safe Harbor Statement
Statements contained in this release that state the Company's or management's expectations or predictions of the future are forward-looking statements. The words "believe," "expect," "should," "intends," "estimates," "target," "plan" 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 Forms 10-Q or Form 10-K 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.
Note to Non-United States Investors: This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100%) of CrossAmerica Partners LP’s distributions to non-U.S. investors as attributable to income that is effectively connected with a United States trade or business. Accordingly, CrossAmerica Partners LP’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.
Contacts - Karen Yeakel, Investor Relations 610-625-8005 or Randy Palmer, Investor Relations, 210-692-2160