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): July 21, 2017

 

CrossAmerica Partners LP

(Exact name of registrant as specified in its charter)

 

 

 

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:

 

 

 

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form of Indemnification Agreement. On July 21, 2017, the Board of Directors (the “Board”) of CrossAmerica GP LLC, the general partner (the “General Partner”) of CrossAmerica Partners LP, a publicly traded Delaware limited partnership (the “Partnership”), approved a new form of standard indemnification agreement (each, an “Indemnification Agreement”) for use with each of the members of its Board and certain of its officers (the “Indemnitees”).

Pursuant to the Indemnification Agreements, the Partnership agrees to indemnify the Indemnitees against all expenses, liability and loss, subject to certain limitations, arising out of their respective duties with the General Partner. The Indemnification Agreements provide indemnification in addition to the indemnification provided by the Limited Liability Company Agreement of the General Partner, the First Amended and Restated Agreement of Limited Partnership of the Partnership, each as amended, insurance and applicable law. Among other things, the Indemnification Agreements expressly provide indemnification for the Indemnitees for expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by each of them in connection with certain legal, administrative, regulatory or investigative proceedings (each, a “Proceeding”), subject to certain exclusions. The Indemnification Agreements also provide for indemnification of expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with a Proceeding in the right of the Partnership, but only if the Indemnitee is not finally adjudged to be liable to the Partnership. In addition, the Partnership has agreed to advance expenses, subject to certain limitations, incurred by Indemnitees in connection with any Proceeding to which they are a party or are threatened to be made a party as a result of their respective duties with the General Partner. In the event an Indemnitee believes it was not properly indemnified by the Partnership as described above, such Indemnitee is entitled to request that the Delaware Court of Chancery adjudicate the matter and the Partnership is required to advance the Indemnitee the fees for such an action.

Item 7.01     Regulation FD Disclosure.

On July 26, 2017, the Partnership issued a press release announcing that the Board of Directors of its general partner had approved a quarterly distribution of $0.6225 per unit attributable to the second quarter of 2017 (annualized $2.49 per unit), representing a 0.8% increase in the Partnership’s cash distribution per unit from $0.6175 per quarter ($2.47 per unit annualized) paid with respect to the first quarter of 2017 and a 3.3% increase compared with the distribution per unit attributable to the second quarter of 2016. The distribution attributable to the second quarter is payable on August 14, 2017 to all unitholders of record on August 7, 2017.

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 (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.

 

 

 

 

 

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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.

 

Dated: July 26, 2017

 

 

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EXHIBIT INDEX

 

 

 

 

Exhibit 99.1

NEWS RELEASE

CrossAmerica Partners LP Declares 13^th Consecutive

Quarterly Distribution Increase

ALLENTOWN, PA (July 26, 2017) – CrossAmerica Partners LP (NYSE: CAPL) announced today that the Board of Directors of its general partner has approved a quarterly distribution of $0.6225 per unit attributable to the second quarter of 2017 (annualized $2.49 per unit), representing a 0.8% increase in the Partnership's cash distribution per unit from $0.6175 per quarter ($2.47 per unit annualized) paid with respect to the first quarter of 2017 and a 3.3% increase compared with the distribution per unit attributable to the second quarter of 2016. The distribution attributable to the second quarter is payable on August 14, 2017 to all unitholders of record on August 7, 2017.

CrossAmerica will host a conference call on August 8^th at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss second quarter 2017 earnings results, which will be released after the market closes on Monday, August 7.

About CrossAmerica Partners LP

CrossAmerica Partners is a leading wholesale distributor of motor fuels and owner and lessor of real estate used in the retail distribution of motor fuels. Its general partner, CrossAmerica GP LLC, is a wholly owned subsidiary of Alimentation Couche-Tard Inc.  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 approximately 1,200 locations and owns or leases approximately 900 sites. With a geographic footprint covering 29 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf, Citgo, Marathon and Phillips 66. 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.

 

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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," "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 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.

 

Contact - Randy Palmer, Investor Relations, 210-692-2160