CrossAmerica Partners LP (NYSE: CAPL) ("CrossAmerica" or the
"Partnership"), a leading wholesale fuels distributor, today
announced that its General Partner, CST Brands, Inc. (NYSE: CST)
has entered into a definitive merger agreement with Alimentation
Couche-Tard Inc. (TSX: ATD.A ATD.B) (“Couche-Tard”). Under the
terms of the agreement, Couche-Tard will, through its acquisition
of CST, acquire CST’s interest in CrossAmerica and associated
Incentive Distribution Rights (“IDRs”). The transaction has been
unanimously approved by the Board of Directors of CST and
Couche-Tard and is subject to the approval of CST’s shareholders
and the receipt of regulatory approvals. The transaction is
currently expected to close early calendar year 2017.
Upon completion of the CST and Couche-Tard merger, CrossAmerica
will become part of one of North America’s largest convenience and
fuel retailing networks. By combining Couche-Tard’s U.S. dealer
network of approximately 700 sites and CrossAmerica’s network of
more than 1,000 locations, the combined organization will also be
one of the largest wholesale fuel distributors in the United
States.
Jeremy Bergeron, President of CrossAmerica, said, “This merger
creates tremendous opportunity for CrossAmerica and its
unitholders. We look forward to working closely with Couche-Tard to
create further value for all investors, while capitalizing on the
many strengths and best practices each organization brings to the
table. In the interim, we intend to continue to execute on our
strategy of solid growth, while further strengthening our balance
sheet and coverage ratio.”
“With its strong acquisition record, CrossAmerica brings
additional options to Couche-Tard’s growth strategy and we
anticipate unlocking additional value with the new relationship,”
stated Brian Hannasch, Couche-Tard’s President and Chief Executive
Officer.
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 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
1,180 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, 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.
Important Additional Information
In connection with the proposed transaction, CST intends to file
a proxy statement and other relevant documents concerning the
proposed transaction with the SEC. The definitive proxy statement
will be sent or given to CST stockholders and will contain
important information about the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
WHEN THEY BECOME AVAILABLE. Investors and security holders will be
able to obtain a copy of the proxy statement as well as other
documents filed with the SEC free of charge at the SEC’s website at
http://www.sec.gov. In addition, the proxy statement, the SEC
filings that will be incorporated by reference in the proxy
statement and the other documents filed with the SEC by CST may be
obtained free of charge from CST’s Investor Relations page on its
corporate website at http://www.cstbrands.com.
Certain Information Concerning Participants
CST and its directors, executive officers, and certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies from CST stockholders
in connection with the proposed transaction. Information about the
directors and executive officers of CST is set forth in CST’s
Annual Report on Form 10-K for the year ended December 31, 2015 and
the proxy statement on Schedule 14A for CST’s 2015 Annual Meeting
of Stockholders, which was filed with the SEC on April 29, 2016.
Additional information regarding participants in the proxy
solicitation may be obtained by reading the proxy statement
regarding the proposed transaction when it becomes available.
Forward Looking Statements
Statements made in this press release relating to future plans,
events, or financial condition or performance are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements can generally
be identified by the use of words such as "expect," "plan,"
"anticipate," "intend," "outlook," "guidance," "believes,"
"should," "target," "goal," "forecast," "will," "may" or words of
similar meaning. Forward-looking statements are likely to address
matters such as the companies’ respective or combined anticipated
sales, expenses, margins, tax rates, capital expenditures, profits,
cash flows, liquidity and debt levels, as well as their pricing and
merchandising strategies and their anticipated impact and
intentions with respect to acquisitions, the construction of new
stores, including additional quick service restaurants, and the
remodeling and addition of new equipment and products to existing
stores. These forward-looking statements are based on the
companies’ current plans and expectations and involve a number of
risks and uncertainties that could cause actual results and events
to vary materially from the results and events anticipated or
implied by such forward-looking statements.
The following factors, among others, could cause actual results
and events to differ materially from those expressed or implied in
the forward-looking statements: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; (2) the inability to complete
the transactions contemplated by the merger agreement in a timely
manner or at all, including due to the failure to obtain the
required stockholder approval or failure to receive necessary
governmental or regulatory approvals required to complete the
transactions contemplated by the merger agreement; (3) the risk of
not fully realizing expected synergies in the timeframe expected or
at all; (4) the risk that the proposed transactions disrupt current
plans and operations, increase operating costs, result in
management distraction and the potential difficulties in
maintaining relationships with customers, suppliers and other third
parties and employee retention as a result of the announcement and
consummation of such transactions; (5) the outcome of any legal
proceedings that may be instituted against the companies following
announcement of the merger agreement and transactions contemplated
therein; and (6) the possibility that the companies may be
adversely affected by other economic, business, and/or competitive
factors.
Any number of other factors could affect actual results and
events, including, without limitation; the ability to enhance
operating performance through in-store initiatives, store remodel
programs and the addition of new equipment and products to existing
stores; fluctuations in domestic and global petroleum and fuel
markets; realizing expected benefits from fuel supply agreements;
changes in the competitive landscape of the convenience store
industry, including fuel stations and other non-traditional
retailers located in the companies’ markets; the effect of national
and regional economic conditions on the convenience store industry
and the companies’ markets; the global financial crisis and
uncertainty in global economic conditions; wholesale cost increases
of, and tax increases on, tobacco products; the effect of regional
weather conditions and climate change on customer traffic and
spending; legal, technological, political and scientific
developments regarding climate change; financial difficulties of
suppliers, including the companies’ principal suppliers of fuel and
merchandise, and their ability to continue to supply their stores;
the companies’ financial leverage and debt covenants; a disruption
of IT systems or a failure to protect sensitive customer, employee
or vendor data; the ability to identify suitable acquisition
targets and to take advantage of expected synergies in connection
with acquisitions; the actual operating results of new or acquired
stores; the ability to divest non-core assets; environmental risks
associated with selling petroleum products; governmental laws and
regulations, including those relating to the environment and the
impact of mandated health care laws; and unanticipated legal and
other expenses. These and other risk factors are discussed in
Alimentation Couche-Tard Inc. and CST Brands, Inc.’s filings with
securities authorities in Canada and the United States,
respectively. While the companies may elect to update these
forward-looking statements at some point in the future, they
specifically disclaim any obligation to do so.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160822005260/en/
CrossAmerica Partners LPKaren Yeakel, 610-625-8005Executive
Director – Investor RelationsorRandy Palmer, 210-692-2160Executive
Director – Investor Relations
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