Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - CrossAmerica Partners LP | pressreleaseregardingcst-a.htm |
| 8-K - 8-K - CrossAmerica Partners LP | capl2016form8-kmergerannou.htm |
CST Merger with
Couche-Tard
August 2016
Safe Harbor Statement
Statements contained in this presentation that state the Partnership’s or management’s expectations or predictions of the future
are forward-looking statements. The words “believe,” “expect,” “should,” “intends,” “estimates,” “target” and other similar
expressions identify forward-looking statements. It is important to note that actual results could differ materially from those
projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ
from those expressed or forecasted, see CrossAmerica’s Forms 10-Q or Form 10-K filed with the Securities and Exchange
Commission and available on CrossAmerica’s website at www.crossamericapartners.com. If any of these factors materialize, or if
our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-
looking statement you see or hear during this presentation reflects our current views as of the date of this presentation with
respect to future events. We assume no obligation to publicly update or revise these forward-looking statements for any reason,
whether as a result of new information, future events, or otherwise.
Important Additional Information
In connection with the proposed transaction, CST intends to file a proxy statement and other relevant documents concerning the
proposed transaction with the SEC. The definitive proxy statement will be sent or given to CST stockholders and will contain
important information about the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND
IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE. Investors and security holders will be
able to obtain a copy of the proxy statement as well as other documents filed with the SEC free of charge at the SEC’s website at
http://www.sec.gov. In addition, the proxy statement, the SEC filings that will be incorporated by reference in the proxy statement
and the other documents filed with the SEC by CST may be obtained free of charge from CST’s Investor Relations page on its
corporate website at http://www.cstbrands.com.
Certain Information Concerning Participants
CST and its directors, executive officers, and certain other members of management and employees may be deemed to be
participants in the solicitation of proxies from CST stockholders in connection with the proposed transaction. Information about the
directors and executive officers of CST is set forth in CST’s Annual Report on Form 10-K for the year ended December 31, 2015 and
the proxy statement on Schedule 14A for CST’s 2015 Annual Meeting of Stockholders, which was filed with the SEC on April 29,
2016. Additional information regarding participants in the proxy solicitation may be obtained by reading the proxy statement
regarding the proposed transaction when it becomes available.
2
Overview of Parties
• Alimentation Couche-Tard Inc. (“Couche-
Tard”)
• Based in Laval, Quebec, Canada
• Largest independent convenience store
operator in North America in terms of
company-operated stores
– 7,888 convenience stores, including 6,490 with
road transportation fuel dispensing
– 80,000 people employed throughout network
• Leader in convenience store and road
transportation fuel retail in Europe, with
presence in Scandinavian countries, Baltic
states and Ireland
– 2,659 sites, majority of which offer road
transportation fuel and convenience products
– 25,000 people employed throughout network
• Additional 1,500 stores operated by
independent operators in other countries
and territories
• Market Cap of approximately CAD $35 billion
– TSX: ATD.A ATD.B
3
• CST Brands, Inc. (“CST”)
• Based in San Antonio, Texas
• One of the largest independent
retailers of motor fuels and
convenience merchandise in
North America
– Over 2,000 locations throughout
the Southwestern United States,
Georgia, Florida, New York and
Eastern Canada
– Employing over 14,000 team
members
• Owns the general partner of
CrossAmerica Partners LP
• Market Cap of USD $3.6 billion
– NYSE: CST
• CrossAmerica Partners LP
(“CrossAmerica”)
• Based in Allentown, Pennsylvania
• Leading wholesale distributor of
motor fuels and lessor of real estate
used in distribution of motor fuels
– With a geographic footprint covering 29
states, distributes fuel to more than
1,180 locations and owns or leases more
than 800 sites
• Master Limited Partnership whose
general partners is owned by CST
Brands, Inc.
• Market Cap of USD $841 million
– NYSE: CAPL
Note: Market Cap is as of August 19, 2016
Transaction Overview
4
Operating
Subsidiaries
56%
Limited Partner
Interest
CrossAmerica
Partners LP
NYSE: CAPL
Public
Unitholders
Joseph Topper
& Affiliates
Circle K Stores Inc.
Former CST
Canadian
Operations*
Former CST
US Operations
CrossAmerica
General Partner
Alimentation
Couche-Tard Inc.
TSX: ATD.A ATD.B
25%
Limited Partner
Interest
100%
Ownership Interest
100% Ownership Interest
19% Limited
Partner Interest
100% IDR
Interest
100%
Ownership Interest
100%
General Partner Interest
* - Couche-Tard entered into an agreement with another party to sell certain Canadian assets of CST after the merger.
• Couche-Tard subsidiary, Circle K Stores Inc, to
acquire CST in early 2017
– Includes assets related to CrossAmerica
• Organizational Relationship Upon Closing
– Circle K controls the general partner of CrossAmerica through
its 100% ownership of the general partner interest
– Circle K owns 19% of CrossAmerica limited partner, or
common units
– Circle K owns 100% of CrossAmerica Incentive Distribution
Rights (IDRs)
– CrossAmerica owns 17.5% interest in CST Fuel Supply
17.5% Interest in
CST Fuel Supply
Note: This organizational chart represents the structure being acquired upon closing and is subject to change.
Strategic Benefit to CAPL
• Provides continuity with a sponsor whose management culture is aligned with
CrossAmerica
– Disciplined operator with best practices in acquisitions and integration
– Strong and consistent financial performance throughout all economic cycles
– Heightened focus on growing Free Cash Flow, with particular expertise in cost management
– Well capitalized with solid balance sheet
– Well positioned to lead further consolidation in fragmented industry
• Scale and global reach provides additional operational benefits
– Further strengthens relationship with many of our key suppliers
– Many turnkey branding and franchise programs that can
complement our dealer offerings
• Supports dealer health, which
impacts fuel volume growth and
additional rental income potential
• Wholesale operations with
complementary geographic reach
5
Combined Wholesale
6
West Coast Region
Couche-Tard
CrossAmerica
CODO
98
0
DODO
224
0
Arizona Region
Couche-Tard
CrossAmerica
CODO
0
0
DODO
0
1
Southwest Region
Couche-Tard
CrossAmerica
CODO
2
22
DODO
94
16
Gulf Region
Couche-Tard
CrossAmerica
CODO
1
44
DODO
51
7
Southeast Region
Couche-Tard
CrossAmerica
CODO
3
50
DODO
15
5
Florida Region
Couche-Tard
CrossAmerica
CODO
14
0
DODO
47
0
South Atlantic Region
Couche-Tard
CrossAmerica
CODO
2
82
DODO
15
138
Great Lakes Region
Couche-Tard
CrossAmerica
CODO
0
424
DODO
0
170
Midwest Region
Couche-Tard
CrossAmerica
CODO
5
35
DODO
60
10
Heartland Region
Couche-Tard
CrossAmerica
CODO
27
27
DODO
38
38
CODO: Company Owned Dealer Operated – Sites for which the real estate is controlled by Company (through ownership or lease agreements) and for which the stores (and/or the service stations) are
operated by an independent operator in exchange for rent and to which Company supplies road transportation fuel through supply contracts. Some of these sites are subject to a franchise
agreement, licensing or other similar agreement. Includes Commission Agent locations at CrossAmerica.
DODO: Dealer Owned Dealer Operated – Sites controlled and operated by independent operators to which Company supplies road transportation fuel through supply contracts. Some of these sites are
subject to a franchise agreement, licensing or other similar agreement.
Creates Leading Wholesale Distributorship in US
CODO
152
684
DODO
544
385