Crossamerica Partners Lp · NYSE:CAPL
Crossamerica Partners Lp — Lehigh Gas Partners — Merger or Acquisition (August 2014)
14 slides from Crossamerica Partners Lp's merger presentation, Aug 7, 2014
Slide 1: CST Brands and Lehigh Gas Partners Investor Conference Call
Exhibit 99.1 CST Brands and Lehigh Gas Partners Investor Conference Call CST Brands’ Strategic Acquisition of LGP’s General Partner and IDRs August 7, 2014
Slide 2: Safe Harbor Statements
Safe Harbor Statements Safe Harbor for Forward-Looking Statements Statementscontainedin this presentationthat state the companies’or their respectivemanagements’(CSTBrands, Lehigh Gas Partners or affiliates) expectations or predictions of the future are forward-looking. The words “believe,” “expect,
Slide 3: CST Brands and Lehigh Gas Partners Overview
CST Brands and Lehigh Gas Partners Overview • CST Brands CST Brands – Based in San Antonio, Texas • U.S. company operated = 1,044 • U.S. dealer/agents = 3 – Ranks 266 in Fortune 500 • CAN company operated = 279 – One of the largest independent retailers of motor fuels and • CAN dealer/agents = 498 c
Slide 4: Transaction Overview
Transaction Overview A CST purchases the General Partner of LGP for $500k in cash B CST purchases the IDRs* ($16.5 million in cash and the remainder in CST common shares at approximately 2.04 million shares, a combined current value of $85 million) C At closing, CST will elect Joe Topper to the Boar
Slide 5: Post Closing Structure
Post Closing Structure • LGP will to continue to be a separate, publicly traded MLP • No change in ownership of common or subordinated units of LGP as a result of the transaction CST Brands • CST Brands expects to receive an ownership interest in LGP NYSE: CST common units over time as partial consi
Slide 6: Strategic Rationale Overview
Strategic Rationale Overview • CST Brands – Provides CST with a growth vehicle to fund future expansion – Provides CST Brands with infrastructure for the development and maintenance of a wholesale fuel supply business, new store growth and a front seat in a consolidating industry • Lehigh Gas Partne
Slide 7: Benefits for CST Shareholders
Benefits for CST Shareholders • Provides CST access to the MLP capital markets to fuel organic growth • Partially monetizes the multiple disparity between C-corp and MLP structures • CST acquires IDRs that should increase in cash flow in the coming years – IDRs reach the “high splits” sooner than if
Slide 8: Benefits for LGP Unitholders
Benefits for LGP Unitholders • Provides for both greater certainty of and an increased rate of future distribution growth – Greater certainty of drop-down asset acquisitions versus third-party acquisitions • Creates an enhanced platform with which to pursue third-party acquisitions jointly with CST
Slide 9: Future Potential Asset Drop Activity Between CST and LGP
Future Potential Asset Drop Activity Between CST and LGP A New construction (NTI) of real CST Brands, Inc. property is dropped (sold) to LGP at fair market value NYSE: CST CST receives cash (at least 75%) C B and LP units (maximum of 25%) 100% ownership interest A B Equity in CST’s Wholesale Fuel Su
Slide 10: Post Closing Network Footprint
Post Closing Network Footprint* • Pro forma combined entities to have a coast-to-coast national network of assets CSTBrands(U.S.)- 1,047sites CSTBrands(CAN)- 850sites LehighGasPartners(LGP)- 1,093sites *Pro Forma site count as of 06/30/14 9
Slide 11: Post Closing Fuel Brands and Statistics
Post Closing Fuel Brands and Statistics* • Creates a platform with meaningful relationships with multiple major oil suppliers CST Before CST / LGP Combined Lehigh Gas CST/LGP CST Brands Partners Combined Annual Revenues ($ in billions) $12.8 $3.5 $16.3 Annual Volume (gallons in 2.9 1.0 3.9 billions)
Slide 12: CST Brands' MLPable Asset Drop-Down Options
CST Brands’ “MLPable”Asset Drop-Down Options • The following is for illustrative purposes only and is subject to the LGP Conflicts Committee and CST Board approval • CST expects to drop-down assets for cash (minimum 75% of consideration) and LGP common units CST Operations and Investments Potential
Slide 13: Post Closing Operational Responsibilities
Post Closing Operational Responsibilities CST U.S. Lehigh Gas CST Brands, Inc. Operations Partners LP • CST manages and runs all C- CST creates shareholder value from: • LGP manages all U.S. store operations wholesale fuel operations • U.S. C-Store operations • CST manages merchandising in • LGP man
Slide 14: Other Deal Considerations
Other Deal Considerations • Expected close: Early fourth quarter 2014 – Both CST and LGP’s credit facilities and banks will require consent / modification as a condition to close – Other customary conditions to closing • CST Brands’ Tax Matters Agreement restrictions (outlined in CST’s 8K filed on M
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