Paul Hastings Represents CST Brands in Purchase of the General Partner of Lehigh Gas Partners LP

August 06, 2014

Houston, TX –Paul Hastings LLP, a leading global law firm, announced today that the firm represented CST Brands, Inc. (NYSE:CST) in definitive agreements to purchase 100% of the membership interests of Lehigh Gas GP LLC, the general partner of Lehigh Gas Partners LP (NYSE: LGP), a publicly traded master limited partnership (MLP), from Lehigh Gas Corporation and all of the outstanding incentive distribution rights (IDRs) of LGP. The aggregate consideration will be $17 million in cash and approximately 2.044 million shares of CST common stock. Based on the closing share price of CST Brands stock as of August 5, 2014, the total consideration is currently valued at approximately $85 million.

The transaction provides CST Brands access to capital through a growth-oriented MLP vehicle to execute its long-term strategic plan and allows drop-down asset sales by CST to LGP and an expanded set of external opportunities at LGP to drive IDR cash flow growth for CST Brands.

CST Brands, Inc., a Fortune 500 Company, is one of the largest independent retailers of motor fuels and convenience merchandise in North America.

Lehigh Gas Partners LP, headquartered in Allentown, PA, is a leading wholesale distributor of motor fuels and owner and lessee of real estate used in the retail distribution of motor fuels.

Energy partner Gislar Donnenberg led the Paul Hastings Houston team, which also included Energy partner Jimmy Vallee, associate Kim Hicks and Leslie Oguchi and of counsel Doug Getten. Leverage Finance Partners Jeff Pellegrino and Michael Chernick assisted with indenture and credit agreement issues, and Tax Partner Greg Nelson developed the tax structure and assisted with tax issues related to CST Brands 2013 spin off from Valero Energy Corporation.

Paul Hastings’ Houston office also recently advised Tall Oak Midstream, LLC with an equity commitment of $400 million from private equity firm EnCap Flatrock Midstream and Tall Oak management, Atlas Resource Partners, LP in the purchase of substantially all of the assets of GeoMet, Inc., NuStar Logistics in a $300 million public offering and Wells Fargo in a $1.5 billion financing for Legacy Reserves LP.

Paul Hastings LLP is a leading global law firm with offices in Asia, Europe, and the United States. We provide innovative legal solutions to financial institutions and Fortune 500 companies. Please visit www.paulhastings.com for more information.