Paul Hastings Advises CST Brands in Drop Down Transaction to CrossAmerica Partners

December 17, 2014

Houston, TX-- Paul Hastings LLP, a leading global law firm, announced today that the firm represented CST Brands, Inc. (NYSE:CST) in the sale of a 5% interest in CST’s wholesale fuel supply business to CrossAmerica Partners LP (NYSE:CAPL) for a total consideration of $50.4 million, effective January 1, 2015. CST Brands will receive approximately 1.5 million newly issued CrossAmerica common units as consideration for this transaction. CST Brands is the owner of the general partner of CrossAmerica Partners.

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 Energy partner Jimmy Vallee, Tax partner Greg Nelson and associate Matthew Hendrix.

Paul Hastings’ Houston office also recently advised the Conflicts Committee of Crestwood Midstream Partners LP (NYES:CMLP) in Crestwood’s $130 million joint purchase with Brookfield Infrastructure of the Tres Palacios gas storage facility from Crestwood Equity Partners LP (NYSE:CEQP), Castex Energy 2005, L.P. in a $200 million equity commitment from Riverstone Holdings LLC, Atlas Pipeline Partners, L.P. in its new $800 million revolving credit facility, CST Brands, Inc. (NYSE:CST) in its purchase of the general partner of CrossAmerica Partners LP (NYSE:CAPL), Tall Oak Midstream, LLC with an equity commitment of $400 million from private equity firm EnCap Flatrock Midstream and Tall Oak management, Tall Oak Midstream, LLC in its $100 million senior credit facility, Atlas Resource Partners, LP in the purchase of substantially all of the assets of GeoMet, Inc., and NuStar Logistics in a $300 million public offering.

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.