Lehigh Gas Partners to change its name to CrossAmerica Partners LP.
CST Brands Inc. and Lehigh Gas Partners (LGP) announced CST’s completion of the purchase of 100% of the membership interests of Lehigh Gas GP LLC, the general partner of Lehigh Gas Partners LP from Lehigh Gas Corp. and all of the outstanding IDRs of LGP.
The aggregate consideration was $17 million in cash and 2.044 million shares of CST common stock.
Joe Topper, the chairman and CEO of the general partner of LGP prior to CST’s acquisition, will continue to serve as President and CEO of the general partner and has joined the Board of Directors of CST Brands. Kim Lubel, the chairman and CEO of CST Brands, will assume the role of chairman of the general partner. “This is a very exciting day for all of us, and signals the start of a new chapter of growth for both CST and the partnership,” said Lubel. “I am happy to welcome Joe Topper to our leadership team and, on behalf of the CST Board of Directors, to the CST Board.”
The companies also announced today that Lehigh Gas Partners LP has changed its name to CrossAmerica Partners LP effective today, Oct. 1, 2014. Beginning on Oct. 6, CrossAmerica will begin trading under the symbol “CAPL” and the partnership’s common units will continue to trade on the New York Stock Exchange. “I believe that the new name, CrossAmerica Partners, truly reflects our combined vision of growth of CST and CrossAmerica across the North American continent,” said Topper. “Collectively, CST and CrossAmerica distribute fuel to approximately 3,000 locations in 27 states from California to Virginia, Florida to Maine, and across Eastern Canada.”
In connection with the closing of the acquisition, CST’s credit agreement was amended to, among other things, extend the maturity of the loans under the agreement from May 2018 to September 2019, and to permit the closing of the acquisition and contemplated transactions with CrossAmerica, including potential future drop-down asset sales to CrossAmerica, subject to certain conditions.
Also in connection with the closing of the acquisition, CrossAmerica’s credit agreement was amended to permit the closing of the acquisition and to allow for the acquisition of potential drop-downs from CST, along with certain other items. In addition, the size of the partnership’s credit facility was increased from $450 million to $550 million.
BofA Merrill Lynch acted as a financial advisor and Paul Hastings LLP and Baker Botts LLP acted as legal counsel to CST. Barclays acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Lehigh Gas Corporation and its affiliates. Vinson & Elkins LLP acted as legal counsel to CrossAmerica.