CST Brands Announce Dropdown Transactions

June 15, 2015

Houston, TX-- Paul Hastings LLP, a leading global law firm, announced today that the firm represented CST Brands, Inc. (NYSE:CST) in two dropdown transactions to CrossAmerica Partners LP (NYSE: CAPL) for total consideration of approximately $261.5 million. CST will receive $142.0 million in cash and approximately 3.6 million newly issued CrossAmerica common units as consideration for the transactions. CST Brands owns the general partner of CrossAmerica.

As part of the dropdown transactions, CST Brands has agreed to sell to CrossAmerica the real property associated with 29 recently constructed “New to Industry” stores for an aggregate consideration of approximately $135.5 million and a 12.5% interest in CST Brand’s wholesale fuel business for approximately $126.0 million.

CST’s whole sale fuel supply business provides fuel to substantially all of CST’s U.S. company operated convenience stores and is expected to earn a net profit margin of approximately 5 cents per gallon pursuant to a Fuel Distribution Agreement with a minimum term of 10 years and certain minimum volume commitments.
Energy partner Gislar Donnenberg led the Paul Hastings team, which also included MLP Tax partner Greg Nelson and Energy associates Kim Hicks and Will Mabry.

Paul Hastings is a leading global law firm with a strong presence throughout Asia, Europe, Latin America, and the United States. Through a collaborative approach, entrepreneurial spirit, and commitment to client service, the professionals of Paul Hastings deliver innovative solutions to many of the world’s top financial institutions and Fortune 500 companies.