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 24, 2017
CrossAmerica Partners LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35711 |
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45-4165414 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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515 Hamilton Street, Suite 200 Allentown, PA |
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18101 |
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(Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 7.01 Regulation FD Disclosure.
On October 24, 2017, 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 $0.6275 per unit attributable to the third quarter of 2017 (annualized $2.51 per unit), representing a 0.8% increase in the Partnership’s cash distribution per unit from $0.6225 per quarter ($2.49 per unit annualized) paid with respect to the second quarter of 2017 and a 3.3% increase compared with the distribution per unit attributable to the third quarter of 2016. The distribution attributable to the second quarter is payable on November 13, 2017 to all unitholders of record on November 6, 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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Exhibit No. |
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Description |
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99.1 |
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Press Release dated October 24, 2017, regarding the declaration of a unit distribution |
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.
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CrossAmerica Partners LP |
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By: |
CrossAmerica GP LLC |
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its general partner |
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By: |
/s/ Giovanna Rueda |
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Name: |
Giovanna Rueda |
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Title: |
Director, Legal Affairs and Corporate Secretary |
Dated: October 24, 2017
Exhibit 99.1
NEWS RELEASE
CrossAmerica Partners LP Declares 14th Consecutive
Quarterly Distribution Increase
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Quarterly distribution of $0.6275 per unit attributable to the third quarter of 2017 |
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Distribution is 3.3% increase in distributions per unit over third quarter of 2016 |
ALLENTOWN, PA (October 24, 2017) – CrossAmerica Partners LP (NYSE: CAPL) announced today that the Board of Directors of its general partner has approved a quarterly distribution of $0.6275 per unit attributable to the third quarter of 2017 (annualized $2.51 per unit), representing a 0.8% increase in the Partnership's cash distribution per unit from $0.6225 per quarter ($2.49 per unit annualized) paid with respect to the second quarter of 2017 and a 3.3% increase compared with the distribution per unit attributable to the third quarter of 2016. The distribution attributable to the third quarter is payable on November 13, 2017 to all unitholders of record on November 6, 2017.
CrossAmerica will host a conference call on November 8th at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss third quarter 2017 earnings results, which will be released after the market closes on Tuesday, November 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, Motiva, Equilon, 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.
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