Business Context and Reporting Period
This Form 8-K was filed by Lehigh Gas Partners LP on September 25, 2013. The report details the completion of an asset acquisition from Rocky Top Markets, LLC and Rocky Top Properties, LLC. Note: The request metadata references "Crossamerica Partners LP," but the filing text explicitly identifies the registrant as Lehigh Gas Partners LP.
Key Financial Metrics and Transaction Details
- Acquisition Cost: $10.6 million (subject to customary adjustments) paid at closing.
- Assets Acquired: One fee property site, three leasehold motor fuel stations, seven third-party supply contracts, and related equipment.
- Future Commitment: Entered into a master lease for 29 motor fuel stations with an option to purchase on or after August 1, 2015, for $29.2 million.
- Financing: The transaction was financed under the Partnership's existing credit facility.
- Revenue/Profit/Cash Flow: The filing text does not provide specific revenue, profit, cash flow, margin, or debt balance figures for the reporting period.
Material Changes
The primary material change is the expansion of the Partnership's asset base through the acquisition of the Rocky Top assets. This includes immediate ownership of four fuel station sites (one fee, three leasehold) and the contractual right to acquire 29 additional stations in the future.
Guidance, Outlook, and Risks
- Outlook: The Partnership has secured a pipeline for future growth via the master lease agreement for 29 stations.
- Risks and Contingencies: The Asset Purchase Agreement contains representations and warranties qualified by materiality and limited to the knowledge of the parties. Investors are cautioned not to rely on these representations as independent characterizations of facts.
- Unusual Items: None reported in this filing.
Key Facts for Investor Verification
- Verify the exact closing date and final purchase price adjustments for the $10.6 million transaction.
- Confirm the terms and conditions of the master lease for the 29 stations, specifically the purchase option mechanics for August 1, 2015.
- Review the Partnership's credit facility terms to assess the impact of this financing on available liquidity and debt covenants.
- Examine the full Asset Purchase Agreement (Exhibit 2.1) for specific representations and warranties regarding the acquired assets.