Attached files
| file | filename |
|---|---|
| EX-2 - ASSET PURCHASE AGREEMENT - CrossAmerica Partners LP | rrd407651_40631.htm |
| EX-99 - PRESS RELEASE DATED APRIL 17, 2014 - CrossAmerica Partners LP | rrd407651_40632.htm |
|
DE
|
45-41165414
|
|
|
(State or other jurisdiction of
|
(IRS Employer
|
|
|
incorporation)
|
Identification No.)
|
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
In connection with the Purchase Agreement, Sam Simon, Chairman and Chief Executive Officer of Atlas Oil Company, will enter into a non-compete and non-solicitation agreement whereby, subject to certain exceptions, he and entities controlled by him will agree not to (a) engage in the wholesale distribution of motor fuel to any customer, dealer or facility, or own or operate a retail motor fuel facility and/or convenience store, located within a one (1) mile radius of any Site located outside of Cook County, IL or within a one-half (1/2) mile radius of any Site located within Cook County for one (1) year after the Closing Date; and (b) construct any new retail motor fuel facility and/or convenience store within a one (1) mile radius of any Site for five (5) years after the Closing Date.
The Purchase Agreement contains customary representations, warranties, agreements and obligations of the parties, and termination, closing conditions and indemnity provisions.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated into this report by reference. The registrant has omitted schedules, exhibits and similar attachments to the Purchase Agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule, exhibit or similar attachment to the SEC upon request.
The Purchase Agreement and the above description of the Purchase Agreement have been included to provide investors and securityholders with information regarding the terms of the Purchase Agreement. It is not intended to provide any other factual information about the Partnership, Atlas, or their respective subsidiaries or affiliates. The Purchase Agreement contains representations and warranties of each of the Partnership, on the one hand, and Atlas, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are qualified by information in disclosure schedules that the parties have exchanged in connection with the execution of the Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, the representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the Partnership, on the one hand, and Atlas, on the other hand.
|
Lehigh Gas Partners LP
|
||||||||
|
Date: April 18, 2014
|
By:
|
/s/ Frank M. Macerato
|
||||||
|
Frank M. Macerato
|
||||||||
|
General Counsel, Secretary and Chief Compliance Officer
|
||||||||
|
Exhibit No.
|
Description
|
|
|
EX-2.1
|
Asset Purchase Agreement
|
|
|
EX-99.1
|
Press Release dated April 17, 2014
|