Item 1.01 Entry into a Material Definitive Agreement
On March 25, 2020, CrossAmerica Partners LP (the "Partnership") entered into a
limited consent (the "Consent") to its Credit Agreement, dated as of April 1,
2019 (the "Credit Agreement"), among the Partnership and Lehigh Gas Wholesale
Services, Inc., as borrowers (collectively, the "Borrowers"), the guarantors
from time to time party thereto, the lenders from time to time party thereto and
Citizens Bank, N.A., as administrative agent. Pursuant to the Consent, the
Required Lenders (as defined in the Credit Agreement) consented to the
consummation of the Exchange Transaction (as defined below).
Item 2.01 Completion of Acquisition or Disposition of Assets
Effective March 25, 2020, pursuant to the terms of the previously announced
Exchange Agreement dated as of November 19, 2019 (the "Exchange Agreement"),
between the Partnership and Circle K Stores Inc., a Texas corporation ("Circle
K"), Circle K transferred to the Partnership 33 owned and leased convenience
store properties (the "Properties") and certain assets (including fuel supply
agreements) relating to such Properties, as well as U.S. wholesale fuel supply
contracts covering 333 additional sites (the "DODO Sites"), subject to certain
adjustments, and, in exchange therefore, the Partnership transferred to Circle K
all of the limited partnership units in CST Fuel Supply LP that were owned by
the Partnership, which represent 17.5% of the outstanding units of CST Fuel
Supply LP (collectively, the "Exchange Transaction"). Twelve Properties and 49
DODO Sites (collectively, the "Removed Properties") were removed from the
Exchange Transaction prior to Closing, and Circle K made an aggregate payment of
approximately $13.4 million to CrossAmerica at Closing in exchange for the
Removed Properties, in each case, pursuant to the terms and conditions of the
Exchange Agreement.
Item 7.01 Regulation FD Disclosure
On March 26, 2020, the Partnership and Alimentation Couche-Tard Inc. issued a
press release announcing the consummation of the Exchange Transaction. The press
release, attached hereto as Exhibit 99.1 and incorporated by reference herein,
is being furnished to the SEC and shall not be deemed to be "filed" for any
purpose.
The information in this Item 7.01 and in Exhibit 99.1 of Item 9.01 of this
Current Report on Form 8-K, 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,
and shall not be incorporated by reference into any registration statement
pursuant to the Securities Act of 1933, as amended. By furnishing this
information, the Partnership makes no admission as to the materiality of such
information that the Partnership chooses to disclose solely because of
Regulation FD.
Item 9.01 Financial Statements and Exhibits
The following exhibits have been filed or furnished with this report:
(d)Exhibits
Exhibit No. Description
99.1 Press release, dated as of March 26, 2020, issued by CrossAmerica
Partners LP and Alimentation Couche-Tard Inc.
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