CST Brands & CrossAmerica Announce the Closing of Dropdown Transactions and Acquisition of One Stop Stores

SAN ANTONIO & ALLENTOWN, Pa.--()--CST Brands, Inc. (NYSE: CST) (“CST Brands”) and CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”) announced today the closing of the previously-announced dropdown transactions between CST Brands and CrossAmerica. The transactions entailed the acquisitions of the real property associated with 29 New to Industry stores (NTIs) and an additional 12.5% interest in CST Fuel Supply LP for aggregate consideration of $142.0 million in cash and 3.6 million newly issued common units representing limited partner interests in CrossAmerica. With this transaction CST Brands now holds approximately 5.1 million common units of CrossAmerica.

In addition, CrossAmerica announced today that it closed on the previously announced purchase of the One Stop convenience store network, based in Charleston, West Virginia. The purchase includes 41 company-operated One Stop convenience stores, along with 4 commission agent sites, 9 dealer fuel supply agreements and one freestanding franchised quick service restaurant.

All of the approximately $183.9 million of cash consideration for these transactions was financed under the Partnership's credit facility. The Partnership expects the acquisitions to be accretive to distributable cash flow to limited partners.

The independent executive committee of the board of directors of CST Brands and the independent conflicts committee of the board of directors of the general partner of CrossAmerica have, as applicable, approved the terms of the dropdowns of the 29 NTI stores and 12.5% interest in CST Fuel Supply from CST Brands to CrossAmerica.

About CST Brands, Inc.

CST Brands, Inc. (NYSE: CST), a Fortune 500 Company, is one of the largest independent retailers of motor fuels and convenience merchandise in North America. Based in San Antonio, Texas, CST employs over 14,000 Team Members at nearly 1,900 locations throughout the Southwestern United States, New York and Eastern Canada offering a broad array of convenience merchandise, beverages, snacks and fresh food. In the U.S., CST Corner Stores proudly sell fuel and signature products such as Fresh Choices baked and packaged goods, U Force energy and sport drinks, Cibolo Mountain coffee, FC Soda and Flavors2Go fountain drinks. In Canada, CST is the exclusive provider of Ultramar fuel and its Dépanneur du Coin and Corner Stores sell signature Transit Café coffee and pastries. CST also owns the general partner of CrossAmerica Partners LP, a master limited partnership and wholesale distributor of motor fuels, based in Allentown, Pennsylvania. For more information about CST, please visit cstbrands.com.

About CrossAmerica Partners LP

CrossAmerica Partners, headquartered in Allentown, PA, 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 distributes fuel to over 1,100 locations and owns or leases more than 750 sites in twenty-one states: Pennsylvania, New Jersey, Ohio, Florida, New York, Massachusetts, Kentucky, New Hampshire, Maine, Tennessee, Maryland, Delaware, Illinois, Indiana, West Virginia, Virginia, Texas, Minnesota, Michigan, Wisconsin and South Dakota. CrossAmerica also distributes fuel in Georgia and North Carolina. The Partnership has long-term established relationships with several major oil brands, including ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf and Citgo. CrossAmerica Partners ranks as one of ExxonMobil's largest distributors by fuel volume in the United States and in the top 10 for many additional brands. For additional information, please visit crossamericapartners.com.

Forward-Looking Statements

This press release and any oral statements made regarding the subjects of this release may contain forward-looking statements of CST Brands and CrossAmerica Partners, which may include, but are not limited to, statements regarding CST Brands’ or 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 CST Brands or 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 CST Brands’ or 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 CST Brands or CrossAmerica Partners on its website or otherwise. CST Brands or 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 CST Brands or 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 CST Brands’ or CrossAmerica Partners’ Form 10-K or 10-Qs filed with the Securities and Exchange Commission as well as in CST Brands’ or CrossAmerica Partners’ other filings with the Securities and Exchange Commission. No undue reliance should be placed on any forward-looking statements.

Contacts

CST Brands, Inc.
Investors:
Randy Palmer, 210-692-2160
or
Karen Yeakel, 610-625-8005
or
Media:
Lisa Koenig, 210-692-2659
or
The DeBerry Group
Melissa Ludwig or Trish DeBerry, 210-223-2772

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