CrossAmerica Partners LP, a leading wholesale fuels distributor, announced that its General Partner, CST Brands, Inc. has entered into a definitive merger agreement with Alimentation Couche-Tard Inc. Under the terms of the agreement, Couche-Tard will, through its acquisition of CST, acquire CST’s interest in CrossAmerica and associated Incentive Distribution Rights (“IDRs”). The transaction has been unanimously approved by the Board of Directors of CST and Couche-Tard and is subject to the approval of CST’s shareholders and the receipt of regulatory approvals. The transaction is currently expected to close early calendar year 2017.
Couche-Tard will acquire all of the shares of CST for $48.53 per share in cash, representing a total enterprise value of approximately $4.4 billion, including the assumption of net debt. The transaction value represents a premium of approximately 42 percent to CST’s closing stock price on March 3, 2016, the last date prior to CST announcing that its Board commenced an exploration of strategic alternatives to further enhance stockholder value. The transaction also represents a premium of approximately 61 percent since May 1, 2013, the last date prior to regular way trading of CST following the Company’s spin off.
Upon completion of the CST and Couche-Tard merger, CrossAmerica will become part of one of North America’s largest convenience and fuel retailing networks. By combining Couche-Tard’s U.S. dealer network of approximately 700 sites and CrossAmerica’s network of more than 1,000 locations, the combined organization will also be one of the largest wholesale fuel distributors in the United States.
Jeremy Bergeron, President of CrossAmerica, said, “This merger creates tremendous opportunity for CrossAmerica and its unitholders. We look forward to working closely with Couche-Tard to create further value for all investors, while capitalizing on the many strengths and best practices each organization brings to the table. In the interim, we intend to continue to execute on our strategy of solid growth, while further strengthening our balance sheet and coverage ratio.”
“With its strong acquisition record, CrossAmerica brings additional options to Couche-Tard’s growth strategy and we anticipate unlocking additional value with the new relationship,” stated Brian Hannasch, Couche-Tard’s President and Chief Executive Officer.