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): August 4, 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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

---

Item 1.01. Entry into a Material Definitive Agreement

CrossAmerica GP LLC, the general partner (the “General Partner”) of CrossAmerica Partners LP (“CrossAmerica” or “the Partnership”) (NYSE:CAPL), a publicly traded Delaware limited partnership, is indirectly owned and controlled by Alimentation Couche-Tard Inc. (“Couche-Tard”), a publicly traded company in Canada (TSX: ATD.A ATD.B).

On August 4, 2017, CrossAmerica entered into a definitive Asset Purchase Agreement (the “Purchase Agreement”), by and among (i) CrossAmerica, (ii) Jet-Pep, Inc., an Alabama corporation, and (iii) other persons listed as signatories in the Purchase Agreement (collectively the “Sellers”).  Pursuant to the Purchase Agreement, CrossAmerica has agreed to purchase the real property and the fuel supply business of 92 fee simple sites, and the leasehold interest in 5 leased real property sites; and the fuel supply business to five independent dealers (“Acquired Assets”) for an aggregate cash consideration of $72,250,000 (the “Purchase Price”), subject to certain closing adjustments. CrossAmerica also agreed to assume certain liabilities and pay for the value of the petroleum inventory contained in the retail sites.  Circle K Stores Inc., a wholly owned subsidiary of Couche-Tard (“Circle K), also entered into definitive asset purchase agreements with the Sellers.  The closing of the purchase of the Acquired Assets and the closing of the purchase by Circle K, of certain related retail and terminaling assets from the Sellers (the “Circle K Agreements”), are mutually conditioned upon each other.

The closing of the transaction (“Closing”) is expected to occur in the fourth quarter 2017, and is subject to the satisfaction or waiver of customary closing conditions. The Purchase Agreement contains customary representations, warranties, agreements and obligations of the parties, and termination and closing conditions. CrossAmerica and the Sellers have generally agreed to indemnify each other for breaches of the representations, warranties and covenants contained in the Purchase Agreement, subject to survival period limitations and an indemnification cap for the Sellers in the amount of $6.5 million in the aggregate for Sellers’ liabilities under the Purchase Agreement and the Circle K Agreements.  CrossAmerica has agreed to purchase a pollution legal liability insurance policy in an aggregate policy amount of $5 million (in excess of amounts payable under the Alabama Underground and Aboveground Storage Tank Trust Fund) for the Acquired Assets and the locations purchased pursuant to the Circle K Agreements. In connection with the Purchase Agreement, each Seller has agreed, subject to certain exceptions, not to, and to cause its affiliates not to, directly or indirectly, (i) engage in certain competitive activities related to the sale of motor fuels in Alabama for five years following Closing, and (ii) engage in the purchase, sale, leasing or development of property for use as a retail petroleum or convenience store facility in Alabama for three years following Closing.

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2017, CrossAmerica issued a press release announcing the financial results for CrossAmerica for the quarter ended June 30, 2017. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Furnished herewith as Exhibit 99.3 are slides that senior management of CrossAmerica will utilize in CrossAmerica’s 2017 second quarter earnings call. The slides are available on the Webcasts & Presentations page of CrossAmerica’s website at www.crossamericapartners.com.

The information in this Item 2.02 is being furnished pursuant to Regulation FD. The information in Item 2.02 and Exhibits 99.2 and 99.3 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 and 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.

Safe Harbor Statement

Statements contained in the exhibit to this report that state the Partnership’s or its management’s expectations or predictions of the future are forward-looking statements. It is important to note that the Partnership’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Partnership has filed with the Securities and Exchange Commission (the “SEC”). The Partnership undertakes no duty or obligation to publicly update or revise the information contained in this report, although the Partnership may do so from time to time as management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

---

Item 7.01 Regulation FD Disclosure

On August 7, 2017, the Partnership issued a press release relating to the Purchase Agreement.  A copy of such press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

---

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: August 8, 2017

---

EXHIBIT INDEX

 

 

Exhibit 99.1

CrossAmerica Announces Pending Acquisition of

Assets of Jet Pep of Alabama

ALLENTOWN, PA, August 7, 2017 - CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or “the Partnership”) announced today that it has entered into a definitive agreement to acquire certain assets of Holly Pond, AL based Jet Pep, Inc. for a total consideration of $72 million. The assets consist of 102 commission operated retail sites, including 92 fee sites, 5 lease sites and 5 independent commission accounts.  The locations sold nearly 91 million gallons of unbranded fuel in 2016.

In addition, Circle K Stores, Inc., a subsidiary of Alimentation Couche-Tard and the general partner of CrossAmerica, has also agreed to purchase certain other assets from Jet Pep, Inc., including a fuel terminal, associated trucking equipment and 18 other retail sites for an undisclosed amount.

“We are excited to acquire the assets of one of the largest fuel supply networks in Alabama,” said President and CEO Jeremy Bergeron.  “This acquisition expands our presence in the South, and demonstrates our ability to execute on strategic M&A opportunities with our new general partner sponsor.”  

The acquisition is subject to customary conditions to closing and is expected to close in the calendar fourth quarter of 2017.  The Partnership expects the acquisition to be accretive to distributable cash flow to limited partners.

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.

About Alimentation Couche-Tard

Couche-Tard is the leader in the Canadian convenience store industry. In the United States, it is the largest independent convenience store operator in terms of the number of company-operated stores (corporate stores). In Europe, Couche-Tard is a leader in convenience store and road transportation fuel retail in the Scandinavian countries (Norway, Sweden and Denmark), in the Baltic countries (Estonia, Latvia and Lithuania), and in Ireland and also has an important presence in Poland.

 

---

 

For more information on Alimentation Couche-Tard Inc. or to consult the company’s annual Consolidated Financial Statements and Management Discussion and Analysis, please visit: http://corpo.couche‑tard.com.

Contacts

Investors:

Randy Palmer, 210-692-2160

Media:

Lisa Koenig, 210-692-2659

Forward-Looking Statements

This press release and any oral statements made regarding the subjects of this release may contain forward-looking statements of CrossAmerica Partners, which may include, but are not limited to, statements regarding CrossAmerica Partners’ plans, objectives, expectations and intentions and other statements that are not historical facts, including statements identified by words such as "outlook," "intends," "plans," "estimates," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "anticipates," "foresees," or the negative version of these words or other comparable expressions. All statements addressing operating performance, events, or developments that CrossAmerica Partners expects or anticipates will occur in the future, including statements relating to the acquisitions, consideration that may be subject to adjustment, and closing conditions, revenue growth and earnings or earnings per unit growth, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements.  The forward-looking statements are based upon CrossAmerica Partners’ current views and assumptions regarding future events and operating performance and are inherently subject to significant business, economic and competitive uncertainties and contingencies and changes in circumstances, many of which are beyond each of the company’s control.  The statements in this press release are made as of the date of this press release, even if subsequently made available by CrossAmerica Partners on its website or otherwise.  CrossAmerica Partners does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

Although CrossAmerica Partners does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the companies cannot guarantee their accuracy.  Achieving the results described in these statements involves a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the factors discussed in this report and those described in the “Risk Factors” section of the CrossAmerica Partners’ Form 10-K or 10-Qs filed with the Securities and Exchange Commission as well as in CrossAmerica Partners’ other filings with the Securities and Exchange Commission.  No undue reliance should be placed on any forward-looking statements.

 

Exhibit 99.2

 

CrossAmerica Partners LP Reports Second Quarter 2017 Results

Allentown, PA August 7, 2017 – CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”), a leading wholesale fuels distributor and owner and lessor of real estate used in the retail distribution of motor fuels, today reported financial results for the second quarter ended June 30, 2017.

“Due to our prior acquisitions and integration efforts, we modestly grew Adjusted EBITDA for our investors in the second quarter, allowing us to increase our distribution for the 13^th consecutive quarter,” said Jeremy Bergeron, President and CEO of CrossAmerica.  “With our pending acquisition of assets from Jet Pep in Alabama, we are off to a great start with Circle K as our general partner, as we execute our enhanced growth strategy together.”

Three Months

Consolidated Results

Operating income was $2.7 million for the second quarter 2017 compared to $9.4 million achieved in the second quarter 2016. EBITDA was $16.1 million for the three month period ended June 30, 2017 compared to $23.1 million for the same period in 2016.  Included in operating income and EBITDA for the second quarter 2017 is a $6.5 million charge recorded upon the closing of the CST Brands, Inc. (“CST”) and Alimentation Couche-Tard Inc. (“Couche-Tard”) merger, which was completed on June 28, 2017, for separation benefits and retention bonuses.  Adjusted EBITDA was $27.8 million for the second quarter 2017 compared to $27.1 million for the same period in 2016, representing an increase of 2%.  The increase in Adjusted EBITDA was due primarily to an increase in the gross profit at CrossAmerica's wholesale segment from both motor fuel and rental income. (Non-GAAP measures, including EBITDA, as described are reconciled to the corresponding GAAP measures in the Supplemental Disclosure section of this release).

 

 

1

---

 

Wholesale Segment

During the second quarter 2017, CrossAmerica’s wholesale segment generated $31.6 million in gross profit compared to $29.1 million in gross profit for the second quarter 2016, representing a 9% increase.  The Partnership distributed, on a wholesale basis, 266.5 million gallons of motor fuel at an average wholesale gross profit of $0.056 per gallon, resulting in motor fuel gross profit of $14.9 million. For the three month period ended June 30, 2016, CrossAmerica distributed, on a wholesale basis, 265.9 million gallons of fuel at an average wholesale gross profit of $0.054 per gallon, resulting in motor fuel gross profit of $14.3 million. The increase in motor fuel gross profit was primarily due to an increase in payment discounts and incentives due to the increase in motor fuel prices as a result of the increase in crude oil prices, increased dealer-tank wagon (DTW) margins as a result of the movements in crude prices throughout both periods and incremental volumes from the State Oil acquisition.  The prices paid by the Partnership to its motor fuel suppliers for wholesale motor fuel (which affects the cost of sales) are highly correlated to the price of crude oil.  The average daily spot price of West Texas Intermediate crude oil increased approximately 6% to $48.10 per barrel during the second quarter 2017 as compared to $45.46 per barrel during the same period in 2016.  This had a positive impact on payment terms discounts that the Partnership receives from its suppliers.

CrossAmerica’s gross profit from Rent and Other for the wholesale segment, which primarily consists of rental income, was $16.7 million for the second quarter 2017 compared to $14.8 million for the same period in 2016. The increase of 13% in Rent and Other was primarily associated with the State Oil acquisition completed in September 2016 and the continued conversion of company-operated stores to lessee dealer sites, partially offset by 25 DMS sites being converted to commission agent sites in 2016, which resulted in rent income from these 25 sites being included in the retail segment rather than the wholesale segment.

Adjusted EBITDA for the wholesale segment was $27.7 million for the second quarter of 2017 compared to $25.9 million for the same period in 2016.  As discussed above, the year-over-year improvement was driven by an increase in wholesale gross profit per gallon and in rental income during the quarter (see Supplemental Disclosure Regarding Non-GAAP Financial Information below).

Retail Segment

For the second quarter 2017, the Partnership sold 40.6 million gallons of motor fuel at an average retail motor fuel gross profit of $0.051 per gallon, net of commissions and credit card fees, resulting in motor fuel gross profits of $2.1 million. For the same period in 2016, CrossAmerica sold 40.8 million gallons in its retail segment at an average gross profit of $0.058 per gallon, net of commissions and credit card fees, resulting in motor fuel gross profit of $2.4 million. The decline in motor fuel gross profit is primarily due to a decline in gallons sold related to the Partnership's execution of its dealerization strategy of converting company-operated stores to dealer-operated sites, as well as lower retail margins realized with the commission agent class of trade.  

During the quarter, the Partnership generated $6.8 million in gross profit from merchandise and services versus $8.0 million for the same period in 2016.  Gross profit from Rent and Other increased $0.1 million primarily from 25 DMS sites being converted to commission agent sites in 2016, which resulted in rent income from these 25 sites being included in the retail segment rather than the wholesale segment.  Operating expenses for the retail segment decreased $0.2 million from $8.7 million for the second quarter 2016 to $8.5 million for the second quarter 2017.  Adjusted EBITDA for the retail segment was $1.5 million for the second quarter 2017 compared to $2.7 million for the same period in 2016.  The decreases in merchandise and services gross profit, operating expenses and Adjusted EBITDA were primarily due to the Partnership's dealerization strategy of converting company-operated stores to dealer-operated sites. (see Supplemental Disclosure Regarding Non-GAAP Financial Information below).

Distributable Cash Flow and Distribution Coverage Ratio

Distributable Cash Flow was $21.2 million for both the three month periods ended June 30, 2017 and 2016.  The flat Distributable Cash Flow was due primarily to an increase in EBITDA driven by the wholesale segment’s increase in motor fuel gross profit and rental income, partially offset by an increase in cash interest expense from additional borrowings to fund the Partnership’s recent acquisitions.  The Distribution Coverage Ratio was 1.01 times for the three months ended June 30, 2017 (see Supplemental Disclosure Regarding Non-GAAP Financial Information below).

2

---

 

Six Months

Operating income was $8.3 million for the six months ended June 30, 2017 compared to $15.3 million achieved in the same period of 2016.  EBITDA was $35.1 million for the six month period ended June 30, 2017 compared to $41.3 million for the same period in 2016.  Included in operating income and EBITDA in 2017 is a $6.5 million charge recorded upon the closing of the CST and Couche-Tard merger, which was completed on June 28, 2017, for separation benefits and retention bonuses.  Adjusted EBITDA was $51.5 million for the six month period ended June 30, 2017 compared to $49.3 million for the same period in 2016, representing an increase of 4%.  The increase in Adjusted EBITDA was due primarily to an increase in the gross profit at the Partnership's wholesale segment primarily driven by an increase in both motor fuel gross profit and rental income (see Supplemental Disclosure Regarding Non-GAAP Financial Information below).

Subsequent Event

On August 7, 2017, it was announced that CrossAmerica had entered into a definitive agreement to acquire certain assets of Holly Pond, AL based Jet Pep, Inc. for a total consideration of $72 million. The assets consist of 102 commission operated retail sites, including 92 fee sites, 5 lease sites and 5 independent commission accounts.  The locations sold nearly 91 million gallons of unbranded fuel in 2016.

The acquisition is subject to customary conditions to closing and is expected to close in the calendar fourth quarter of 2017.  The Partnership expects the acquisition to be accretive to distributable cash flow to limited partners.

Liquidity and Capital Resources

As of August 4, 2017, after taking into consideration debt covenant constraints, approximately $90.1 million was available for future borrowings under the Partnership's revolving credit facility. In connection with future acquisitions, the revolving credit facility requires, among other things, that CrossAmerica have, after giving effect to such acquisition, at least, in the aggregate, $20 million of borrowing availability under the revolving credit facility and unrestricted cash on the balance sheet on the date of such acquisition.

Distributions

On July 26, 2017, the Board of the Directors of CrossAmerica’s General Partner (“Board”) declared a quarterly distribution of $0.6225 per limited partner unit attributable to the second quarter of 2017.  As previously announced, the distribution will be paid on August 14, 2017 to all unitholders of record as of August 7, 2017.  The amount and timing of any future distributions is subject to the discretion of the Board (see Supplemental Disclosure Regarding Non-GAAP Financial Information below).

Conference Call

The Partnership will host a conference call on August 8, 2017 at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss second quarter 2017 earnings results. The conference call numbers are 800-774-6070 or 630-691-2753 and the passcode for both is 5854571#. A live audio webcast of the conference call and the related earnings materials, including reconciliations of any non-GAAP financial measures to GAAP financial measures and any other applicable disclosures, will be available on that same day on the investor section of the CrossAmerica website (www.crossamericapartners.com). A slide presentation for the conference call will also be available on the investor section of the Partnership’s website. To listen to the audio webcast, go to http://www.crossamericapartners.com/en-us/investors/eventsandpresentations. After the live conference call, a replay will be available for a period of thirty days. The replay numbers are 888-843-7419 or 630-652-3042 and the passcode for both is 5854571#. An archive of the webcast will be available on the investor section of the CrossAmerica website at www.crossamericapartners.com/en-us/investors/eventsandpresentations within 24 hours after the call for a period of sixty days.

3

---

 

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars, Except Unit and Per Unit Amounts)

(Unaudited)

 

4

---

 

Segment Results

Wholesale

The following table highlights the results of operations and certain operating metrics of the Wholesale segment (thousands of dollars, except for the number of distribution sites and per gallon amounts):

 

5

---

 

Retail

The following table highlights the results of operations and certain operating metrics of the Retail segment (thousands of dollars, except for the number of retail sites and per gallon amounts):

 

 

 

6

---

 

Supplemental Disclosure Regarding Non-GAAP Financial Measures

CrossAmerica uses non-GAAP financial measures EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio.  EBITDA represents net income available to the Partnership before deducting interest expense, income taxes, depreciation, amortization and accretion. Adjusted EBITDA represents EBITDA as further adjusted to exclude equity funded expenses related to incentive compensation and the Amended Omnibus Agreement, gains or losses on sales of assets, certain discrete acquisition related costs, such as legal and other professional fees and severance expenses associated with recently acquired companies, and certain other discrete non-cash items arising from purchase accounting. Distributable Cash Flow represents Adjusted EBITDA less cash interest expense, sustaining capital expenditures and current income tax expense. Distribution Coverage Ratio is computed by dividing Distributable Cash Flow by the weighted average diluted common and subordinated units and then dividing that result by the distributions paid per limited partner unit.

EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are used as supplemental financial measures by management and by external users of the CrossAmerica financial statements, such as investors and lenders. EBITDA and Adjusted EBITDA are used to assess the financial performance without regard to financing methods, capital structure or income taxes and the ability to incur and service debt and to fund capital expenditures. In addition, Adjusted EBITDA is used to assess the operating performance of the CrossAmerica business on a consistent basis by excluding the impact of items which do not result directly from the wholesale distribution of motor fuel, the leasing of real property, or the day to day operations of the Partnership’s retail site activities. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are also used to assess the ability to generate cash sufficient to make distributions to the Partnership’s unit-holders.

CrossAmerica believes the presentation of EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio provides useful information to investors in assessing the financial condition and results of operations. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio should not be considered alternatives to net income or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio have important limitations as analytical tools because they exclude some but not all items that affect net income. Additionally, because EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio may be defined differently by other companies in the industry, the Partnership’s definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

The following table presents reconciliations of EBITDA, Adjusted EBITDA, and Distributable Cash Flow to net income, the most directly comparable U.S. GAAP financial measure, for each of the periods indicated (in thousands, except for per unit amounts):

 

7

---

 

The following table reconciles the segment Adjusted EBITDA to Consolidated Adjusted EBITDA presented in the table above (in thousands):

 

About CrossAmerica Partners LP

CrossAmerica Partners LP 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 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, Motiva, Equilon, Chevron, Sunoco, Valero, Gulf, Citgo, Marathon and Phillips 66. CrossAmerica Partners LP 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.

Contact

Investor Relations:      Randy Palmer, Director – Investor Relations, 210-692-2160

8

---

 

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” 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 Form 10-K or Forms 10-Q 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.

9

August 2017 Second Quarter 2017 Earnings Call Exhibit 99.3

Safe Harbor Statement Statements contained in this presentation 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” 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. If any of these factors materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement you see or hear during this presentation reflects our current views as of the date of this presentation with respect to future events. We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.

CrossAmerica Business Overview Jeremy Bergeron, President & CEO

CrossAmerica Partners LP Overview Master limited partnership and leading wholesale fuels distributor, convenience store lessor, and c-store operator Distributes annually over 1 billion gallons of fuel Annual gross rental income of over $80 million Operates 72 retail sites 17.5% equity interest in CST Brands’ wholesale fuels business, approximately 1.8 billion gallons of annual fuel supply Over 1,250 locations – 500 owned sites 628 Lessee Dealers 390 Independent Dealers 72 Company Operated Sites 82 Commission Agents 73 Non-fuel Tenant Sites (rent only) Equity market capitalization of $940 million and enterprise value of $1.4 billion Note: All information, other than market cap and enterprise value, is as of June 30, 2017

Second Quarter Operating Results OPERATING RESULTS (in thousands, except for per gallon and site count) Three Months ended June 30, 2017 2016 % Change Total Motor Fuel Distribution Sites (period avg.) 1,179 1,119 5% Total Volume of Gallons Distributed 266,511 265,910 0% Wholesale Fuel Margin per Gallon $0.056 $0.054 4% Rental & Other Gross Profit (Net) (Wholesale) $16,696 $14,770 13% Company Operated Fuel Sites (period avg.) 72 85 (15%) Company Op Fuel Margin Per Gallon $0.097 $0.091 7% General, Admin. & Operating Expenses* $21,451 $21,040 2% * Excludes approximately $6.7 million in severance and benefits charges related to G&A incurred in 2Q17, with approximately $6.5 million related to the acquisition of our general partner sponsor. The Partnership reported G&A expense of $11.920 million and operating expenses of $16.222 million, totaling $28.142 million, for the second quarter 2017.

Drivers of Cash Flow Segment Gross Profit(1) Category Gross Profit(1) (1) Presented before intersegment eliminations. In addition, Rent is combined from the Wholesale and Retail Segments 2Q 2017 $32 million $10 million $18 million $7 million $15 million 2Q 2016 $29 million $11 million $16 million $8 million $14 million Shift to more stable, qualifying cash flow

Second Quarter 2017 Highlights Adjusted EBITDA(1) Increased Adjusted EBITDA 2% from Second Quarter 2016 to Second Quarter 2017 Capital Strength Leverage, as defined under our credit facility, was 4.25X as of June 30, 2017 Sustained Distribution Growth Declared distribution attributable to second quarter of $0.6225 per unit 13 consecutive quarters of distribution growth Couche-Tard/Circle K completed merger with CST Brands Announced in August 2016 Completed on June 28, 2017 Potential strategic benefits to CrossAmerica See the reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow (or “DCF”) to net income and the definitions of EBITDA, Adjusted EBITDA and DCF in the appendix of this presentation. As of June 30, 2017. Excludes recently announced agreement to acquire Holiday Stationstores, Inc., comprising 522 stores in the US Largest c-store operator in North America(2) Over 9,000 c-stores 95,000 people employed Leader in Europe as well Over 2,700 sites 25,000 people employed Additional 1,700 Circle K branded stores in 13 other countries and territories Investment Grade Credit with market cap of approximately CAD $36 billion

Circle K Integration Strategy Strategy is to leverage the strengths of each organization by simplifying the two businesses – Retail @ Circle K and Wholesale @ CrossAmerica Step 1: Organizational Alignment Combine management of Circle K wholesale, National Wholesale Fuels “NWF”, with CrossAmerica to create a leading wholesale distributorship with strong, unparalleled national presence Expect to achieve over $10 million in annual cost synergies at CrossAmerica 900 million gallons annually 700 dealer-operated sites 145 real estate controlled sites 1 billion gallons annually 1,100 dealer-operated sites 800 real estate controlled sites National Wholesale Fuels CrossAmerica Partners

Circle K Integration Strategy Step 2: Simplify Structure Provides clear understanding, and line-of-sight, with how EBITDA is earned in each organization and growth will occur Unwinds cash flow entanglement within Circle K Maximizes qualified income at CrossAmerica Will execute in a measured way to ensure sustained levels of cash flow at CrossAmerica to support ongoing distribution growth strategy Step 3: Execute Growth Strategy CrossAmerica will have a long runway of growth opportunities through third party M&A strategy and dropdowns Third party M&A greatly enhanced with Circle K alignment Acquisition of Circle K non-core retail sites (recurring) National Wholesale Fuels Circle K operated retail sites no longer core to retail business strategy Portion of National Wholesale Fuels business 17.5% interest in CST Fuel Supply (5 cpg on 1.8 billion annual gallons) Fuel supply to approximately 50 retail sites from prior CST acquisitions Properties from prior dropdowns and acquisitions (earning non-qualified rental income today) Certain CAPL retail assets in upper Midwest *Assets being evaluated for exchange with Circle K *Assets being evaluated for exchange with CrossAmerica *While our evaluation of assets with Circle K is intended to simplify the operating structure of each entity, there can be no assurances of completion of any transaction. Any such transaction will require the approval of the conflicts committee of the board of directors of the General Partner.

Acquisition of Jet-Pep Assets Largely fee-based, commission operated – 92 fee sites Unbranded business provides supply flexibility and site enhancement opportunities Fills geographic gap in south Great initial transaction with ACT Circle K CrossAmerica Partners Sites to be acquired by: 97 Commission, 5 Independent Commission Sites Alabama Jet Pep and Entec Brands Est. close date: Q4 2017 Asset Purchase Rationale $72.3 MM Purchase Price 91 Million Gallons

CrossAmerica Financial Overview Evan Smith, Chief Financial Officer

Second Quarter Results Summary(1) (in millions, except for per unit amounts) KEY METRICS Three Months ended June 30, 2017 2016 % Change Gross Profit $41.6 $40.5 3% Adjusted EBITDA $27.8 $27.1 2% Distributable Cash Flow $21.2 $21.2 0% Weighted Avg. Diluted Units 33.8 33.3 2% Distribution Paid per LP Unit $0.6175 $0.5975 3% Distribution Attributable to Each Respective Period per LP Unit $0.6225 $0.6025 3% Distribution Coverage (Paid Basis) 1.01x 1.07x (5%) See the reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow (or “DCF”) to net income and the definitions of EBITDA, Adjusted EBITDA and DCF in the appendix of this presentation.

Executing with Measured Growth Declared distribution attributable to second quarter of $0.6225 per unit 0.5 cent per unit increase over distributions attributable to first quarter 2017 13 consecutive quarters of distribution growth Ended 2Q17 with leverage ratio of 4.25x, as defined under our credit facility Continue to demonstrate financial flexibility to execute growth strategy in any market cycle Acquisition of our GP by a U.S. subsidiary of Alimentation Couche-Tard presents even more opportunity for growth

Appendix Second Quarter 2017 Earnings Call

Non-GAAP Financial Measures Non-GAAP Financial Measures We use non-GAAP financial measures EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio. EBITDA represents net income available to us before deducting interest expense, income taxes and depreciation, amortization and accretion. Adjusted EBITDA represents EBITDA as further adjusted to exclude equity funded expenses related to incentive compensation and the Amended Omnibus Agreement, gains or losses on sales of assets, certain discrete acquisition related costs, such as legal and other professional fees and severance expenses associated with recently acquired companies, and certain other discrete non-cash items arising from purchase accounting. Distributable Cash Flow represents Adjusted EBITDA less cash interest expense, sustaining capital expenditures and current income tax expense. Distribution Coverage Ratio is computed by dividing Distributable Cash Flow by the weighted average diluted common and subordinated units and then dividing that result by the distributions paid per limited partner unit. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are used as supplemental financial measures by management and by external users of our financial statements, such as investors and lenders. EBITDA and Adjusted EBITDA are used to assess our financial performance without regard to financing methods, capital structure or income taxes and the ability to incur and service debt and to fund capital expenditures. In addition, Adjusted EBITDA is used to assess the operating performance of our business on a consistent basis by excluding the impact of items which do not result directly from the wholesale distribution of motor fuel, the leasing of real property, or the day to day operations of our retail site activities. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are also used to assess the ability to generate cash sufficient to make distributions to our unit-holders. We believe the presentation of EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio provides useful information to investors in assessing the financial condition and results of operations. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio should not be considered alternatives to net income or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio have important limitations as analytical tools because they exclude some but not all items that affect net income. Additionally, because EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Non-GAAP Reconciliation Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net income (loss) available to CrossAmerica limited partners $ (5,048 ) $ 2,806 $ (4,344 ) $ 3,814 Interest expense 6,795 5,704 13,497 10,769 Income tax expense (benefit) 49 338 (2,652 ) (457 ) Depreciation, amortization and accretion 14,278 14,262 28,626 27,162 EBITDA 16,074 23,110 35,127 41,288 Equity funded expenses related to incentive compensation and the Amended Omnibus Agreement(a) 4,144 3,343 8,310 6,625 Loss on sales of assets, net 314 102 358 106 Acquisition-related costs(b) 7,236 563 7,709 1,223 Inventory fair value adjustments — — — 91 Adjusted EBITDA 27,768 27,118 51,504 49,333 Cash interest expense (6,488 ) (5,354 ) (12,645 ) (10,049 ) Sustaining capital expenditures(c) (358 ) (198 ) (722 ) (329 ) Current income tax expense 239 (365 ) (120 ) (465 ) Distributable Cash Flow $ 21,161 $ 21,201 $ 38,017 $ 38,490 Weighted average diluted common and subordinated units 33,807 33,292 33,718 33,244 Distributions paid per limited partner unit(d) $ 0.6175 $ 0.5975 $ 1.2300 $ 1.1900 Distribution Coverage Ratio(e) 1.01x 1.07x 0.92x 0.97x The following table presents reconciliations of EBITDA, Adjusted EBITDA, and Distributable Cash Flow to net income, the most directly comparable U.S. GAAP financial measure, for each of the periods indicated (in thousands, except for per unit amounts):   (a)As approved by the independent conflicts committee of the Board and the executive committee of CST and its board of directors, the Partnership and CST mutually agreed to settle certain amounts due under the terms of the Amended Omnibus Agreement in limited partnership units of the Partnership. (b)Relates to certain discrete acquisition related costs, such as legal and other professional fees, severance expenses and purchase accounting adjustments associated with recently acquired businesses. Acquisition-related costs for the three and six months ended June 30, 2017 include severance and benefit expense and retention bonuses paid to certain EICP participants associated with CST’s merger with Couche-Tard. (c)Under the Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain our long-term operating income or operating capacity. Examples of sustaining capital expenditures are those made to maintain existing contract volumes, including payments to renew existing distribution contracts, or to maintain our sites in conditions suitable to lease, such as parking lot or roof replacement/renovation, or to replace equipment required to operate the existing business. (d)On July 26, 2017, the Board approved a quarterly distribution of $0.6225 per unit attributable to the second quarter of 2017. The distribution is payable on August 14, 2017 to all unitholders of record on August 7, 2017. (e)The distribution coverage ratio is computed by dividing Distributable Cash Flow by the weighted average diluted common and subordinated units and then dividing that result by the distributions paid per limited partner unit.