Business Context and Reporting Period
This Form 8-K Current Report was filed by CrossAmerica Partners LP on April 28, 2021. The filing discloses the entry into a Material Definitive Agreement regarding the acquisition of certain company-operated convenience store sites.
Key Financial Metrics
The filing details a specific transaction value but does not provide comprehensive financial statements for the period.
- Transaction Value: Aggregate purchase price of $263.0 million, subject to adjustment.
- Assets Acquired: Real property, leasehold rights, inventory, and other assets at specific sites (excluding intellectual property and branding rights).
- Liabilities: Buyer will assume certain specified liabilities associated with the assets.
- Guarantee: CrossAmerica Partners LP has entered into a guarantee for the full and prompt payment of the purchase price.
- Other Metrics: Revenue, profit, cash flow, margins, and debt levels are not reported in this specific filing.
Material Changes
The primary material change is the agreement to purchase assets from 7-Eleven, Inc. This divestiture by 7-Eleven is part of a process connected to its acquisition of the Speedway business from Marathon Petroleum Corporation. The vast majority of the sites are currently operating under the Speedway brand and will be rebranded upon closing.
Guidance, Outlook, and Risks
Closing Conditions: The transaction is expected to close on a rolling basis. Initial closing is subject to conditions including the consummation of the Marathon Petroleum/7-Eleven transaction and acceptance by the U.S. Federal Trade Commission (FTC) of consent orders.
Risks and Contingencies:
- The agreement is subject to termination if the FTC does not accept the agreement or determines it does not resolve antitrust concerns.
- Forward-looking statements regarding benefits and impact on distributable cash flow are subject to inherent risks and uncertainties.
- Actual results may differ materially from projections due to factors such as the realization of expected cost savings and growth.
Investor Verification Checklist
- Verify the final number of sites included in the "Properties" and the specific geographic regions.
- Monitor the status of the FTC review and the consummation of the Marathon Petroleum/7-Eleven transaction as closing conditions.
- Review the upcoming Form 10-Q for the fiscal quarter ended March 31, 2021, for the full text of the Asset Purchase Agreement and disclosure schedules.
- Assess the impact of the $263.0 million purchase price on the Partnership's liquidity and capital structure once the transaction closes.