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 3, 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.) | ||
515 West Hamilton Street, Suite 200 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 8.01 Other Events
On March 4, 2016, CrossAmerica Partners LP, a Delaware limited partnership (the “Partnership”), issued a press release reiterating its guidance concerning distribution per unit growth and long term coverage ratio. A copy of this press release is furnished herewith as Exhibit 99.1.
On March 3, 2016, CST Brands, Inc., a Delaware corporation which owns and controls CrossAmerica GP LLC, the general partner of the Partnership, issued a press release announcing that it is commencing an exploration of strategic alternatives to further enhance stockholder value. A copy of such press release is furnished herewith as Exhibit 99.2.
The information in this Current Report is being furnished pursuant to Regulation FD. The information in Item 8.01 and Exhibits 99.1 and 99.2 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.
Exhibit No. | Description | |
99.1 | CrossAmerica Partners LP Press Release dated March 4, 2016 | |
99.2 | CST Brands, Inc. Press Release dated March 3, 2016 | |
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: March 8, 2016
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
99.1 | CrossAmerica Partners LP Press Release dated March 4, 2016 | |
99.2 | CST Brands, Inc. Press Release dated March 3, 2016 | |
CrossAmerica Partners Reiterates Guidance
Allentown, PA, March 4, 2016 – CrossAmerica Partners LP (NYSE: CAPL ("CrossAmerica" or the "Partnership"), headquartered in Allentown, PA, a leading wholesale fuels distributor, convenience store operator, and owner and lessor of real estate used in the retail distribution of motor fuels, today reiterated its guidance following the announcement that the Board of Directors of CST Brands, Inc., the owner of the general partner of the Partnership, will be exploring strategic alternatives.
Jeremy Bergeron, President of CrossAmerica, said, “While the Board of Directors at CST conducts its review of strategic alternatives, we intend to continue to execute on our strategic plans for growth, including our acquisition of 31 convenience stores from SSG Corporation expected to close later this month. We are reaffirming our guidance on distribution per unit growth this year of 5%-7% and long term coverage ratio of 1.1x.”
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 Partnership’s or management’s expectations or predictions of the future are forward-looking statements. The words “believe,” “expect,” “should,” “intends,” “estimates,” 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.
Contacts
Investors: Karen Yeakel, Executive Director – Investor Relations, 610-625-8005
Randy Palmer, Executive Director – Investor Relations, 210-692-2160
CST BRANDS, INC. ANNOUNCES EXPLORATION OF STRATEGIC ALTERNATIVES
San Antonio, Texas, March 3, 2016 – CST Brands, Inc. (NYSE: CST), today announced that it is commencing an exploration of strategic alternatives to further enhance stockholder value. In order to facilitate the review, the Board of Directors will oversee the process through a committee of outside, independent directors. The strategic review process will be comprehensive and will include a fresh look at several of CST¹s previously announced strategic initiatives and plans. BofA Merrill Lynch is advising the company in this process, and J.P. Morgan Chase is serving as a co-advisor.
Kim Lubel, President and Chief Executive Officer of CST Brands, said, "We believe there continues to be a disconnect between CST's intrinsic value and the price of our common stock in the public equity markets. For this reason, our Board of Directors is initiating a process to explore and evaluate a wide range of strategic alternatives to maximize value for our stockholders."
There can be no assurance that the exploration of strategic alternatives will result in a transaction. The Company does not intend to provide updates unless or until it determines that disclosure is appropriate or necessary.
About CST Brands, Inc.
CST Brands, Inc. (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 14,500 Team Members at over 2,000 locations throughout the Southwestern United States, Georgia, Florida, 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 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 fuels, based in Allentown, Pennsylvania. For more information about CST, please visit www.cstbrands.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 intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words “believe,” “expect,” “should,” “intends,” “estimates,” 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
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could cause actual results to differ from those expressed or forecasted, see CST Brand’s Form 10-Q or Form 10-K filed with the Securities and Exchange Commission, and available on the CST Brand’s website at www.cstbrands.com. The Company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.
Contacts
Investors:
CST Brands, Inc.
Randy Palmer, 210-692-2160
Executive Director - Investor Relations
CST Brands, Inc.
Randy Palmer, 210-692-2160
Executive Director - Investor Relations
Media:
Joele Frank, Wilkinson Brimmer Katcher
Michael Freitag, Kelly Sullivan, Joseph Sala or Kate Beers, 212-355-4449
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