Item 3.02 Unregistered Sales of Equity Securities
As previously disclosed in the Current Report on Form 8-K filed by CrossAmerica
Partners LP (the "Partnership") on January 16, 2020, the Partnership on January
15, 2020 entered into an Equity Restructuring Agreement (the "Equity
Restructuring Agreement") with CrossAmerica GP LLC, its general partner (the
"General Partner"), and Dunne Manning CAP Holdings II LLC ("DM CAP Holdings"), a
wholly owned subsidiary of Dunne Manning Partners LLC controlled by Joseph V.
Topper, Jr., the Chairman of the board (the "Board") of directors of the General
Partner. Mr. Topper also indirectly controls the General Partner.
Pursuant to the Equity Restructuring Agreement, all of the outstanding incentive
distribution rights (the "Incentive Distribution Rights") of the Partnership,
all of which were held by DM CAP Holdings, were cancelled and converted into
2,528,673 newly-issued common units representing limited partner interests in
the Partnership ("Common Units") based on a notional value of $45 million
calculated using the 20 business day volume weighted average trading price of
the Common Units ended five business days prior to the execution of the Equity
Restructuring Agreement. As required under the Equity Restructuring Agreement,
the 2,528,673 Common Units were issued to DM CAP Holdings as soon as practicable
after the February 3, 2020 record date for the distribution payable on the
Partnership's Common Units with respect to the fourth quarter of 2019. Such
issue date was February 6, 2020 (the "Equity Restructuring Closing").
The sale and issuance of the Common Units in connection with the Equity
Restructuring Agreement is exempt from registration under Section 4(a)(2) of the
Securities Act of 1933, as amended.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Second Amended and Restated Agreement of Limited Partnership
On February 6, 2020, simultaneously with the Equity Restructuring Closing, the
General Partner executed and delivered the Second Amended and Restated Agreement
of Limited Partnership of the Partnership (the "Second Amended and Restated
Partnership Agreement") to give effect to the transactions contemplated by the
Equity Restructuring Agreement. The terms of the Equity Restructuring Agreement
were approved on behalf of the Partnership by the conflicts committee (the
"Conflicts Committee") of the Board. The Conflicts Committee, which is comprised
of independent members of the Board, retained independent legal and financial
advisors to assist it in evaluating and negotiating each of the Equity
Restructuring Agreement.
The Second Amended and Restated Partnership Agreement amends and restates the
First Amended and Restated Agreement of Limited Partnership of the Partnership,
dated as of October 30, 2012, as amended, in its entirety to, among other items,
(i) reflect the cancellation of the Incentive Distribution Rights and (ii)
eliminate certain legacy provisions that no longer apply, including provisions
related to the Incentive Distribution Rights and subordinated units of the
Partnership that were formerly outstanding.
The foregoing description is qualified in its entirety by reference to the full
text of the Second Amended and Restated Partnership Agreement, a copy of which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
The following exhibits have been filed or furnished with this report:
(d)Exhibits
Exhibit No. Description
3.1 Second Amended and Restated Agreement of Limited Partnership of
CrossAmerica Partners LP dated February 6, 2020.
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