0001538849-16-000109.txt : 20160715 0001538849-16-000109.hdr.sgml : 20160715 20160715115259 ACCESSION NUMBER: 0001538849-16-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160715 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160715 DATE AS OF CHANGE: 20160715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CrossAmerica Partners LP CENTRAL INDEX KEY: 0001538849 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 454165414 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35711 FILM NUMBER: 161769086 BUSINESS ADDRESS: STREET 1: 515 HAMILTON ST. STREET 2: SUITE 200 CITY: ALLENTOWN STATE: PA ZIP: 18101 BUSINESS PHONE: 610-625-8000 MAIL ADDRESS: STREET 1: 515 HAMILTON ST. STREET 2: SUITE 200 CITY: ALLENTOWN STATE: PA ZIP: 18101 FORMER COMPANY: FORMER CONFORMED NAME: Lehigh Gas Partners LP DATE OF NAME CHANGE: 20120105 8-K 1 capl2016form8-kstateoilacq.htm 8-K Document




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 15, 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 7.01     Regulation FD Disclosure
On July 15, 2016, CrossAmerica Partners LP (NYSE: CAPL) (the “Partnership”) issued a press release relating to the execution of a definitive agreement to acquire the assets of Chicago-area fuel distributor State Oil Company, consisting of 59 sites, including 55 Lessee Dealer accounts, 25 Independent Dealer accounts, 3 company-operated locations, 2 non-fuel sites and certain other assets located in the greater Chicago market.
A copy of the press release is attached as Exhibit 99.1 to this Current Report.
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 restriction 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
  
Press Release dated July 15, 2016 regarding the acquisition of stores





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/ Gerard J. Sonnier
 
 
Name:
Gerard J. Sonnier
 
 
Title:
Vice President, Assistant Corporate Secretary
 
 
 
 
Dated: July 15, 2016





EXHIBIT INDEX

Exhibit No.
 
Exhibit Description
99.1
 
Press Release dated July 15, 2016 regarding the acquisition of stores


EX-99.1 2 exhibit991-stateoilacquisi.htm EXHIBIT 99.1 Exhibit

CrossAmerica Announces Pending Acquisition of Assets of State Oil Company of Illinois
CrossAmerica announces agreement to acquire the assets of one of the largest fuel distributors in Illinois; transaction to close in the third quarter

ALLENTOWN, PA, July 15, 2016 - CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or “the Partnership”) announced today that it has entered into a definitive agreement to acquire certain assets of Libertyville, Illinois based State Oil Company for total consideration of $45 million.
The assets consist of 59 fee sites, including 55 Lessee Dealer accounts, 25 Independent Dealer accounts, 3 company operated locations, 2 non-fuel sites and certain other assets. The locations sell over 60 million gallons of fuel annually through supply contracts with Marathon, Citgo, Phillips 66, Mobil, BP, Shell and others.
“We are excited to acquire the assets of one of the largest fuel distributors in Illinois,” said President Jeremy Bergeron. “This acquisition not only provides us with valuable properties in the greater Chicago market, but it also further expands our fuels business with new dealers and strengthens our relationship with several major fuel suppliers.”
The acquisition is subject to customary conditions to closing and is expected to close in the third quarter of 2016.  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 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 1,250 locations and owns or leases more than 800 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 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.

Contacts

Investors:
Randy Palmer, 210-692-2160
Karen Yeakel, 610-625-8005

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.