Alimentation Couche-Tard has agreed to sell to CrossAmerica 192 U.S. company-operated
convenience and fuel retail stores (the “Circle K stores”)
– CrossAmerica has agreed to sell to Couche-Tard the real estate property for 56 U.S. companyoperated convenience and fuel retail stores currently leased and operated by Couche-Tard and
17 company-operated convenience and fuel retail stores in the U.S. Upper Midwest currently
operated by CrossAmerica
– Assets will be exchanged in a series of transactions, as dealers are secured to operate the Circle K
stores for CrossAmerica
– First transaction is expected to occur in the first half of calendar year 2019
– Transactions expected to be accretive to CrossAmerica’s distributable cash flow to limited partners
Laval, Québec, Canada and Allentown, PA, United States, December 17, 2018 – Alimentation
Couche-Tard Inc. (“Couche-Tard”) (TSX: ATD.A) (TSX: ATD.B), through Circle K Stores Inc., its whollyowned subsidiary, and CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”)
today announced an agreement to exchange assets in a series of transactions.
Couche-Tard has agreed to sell to CrossAmerica 192 (162 fee and 30 leased) U.S. company-operated
convenience and fuel retail stores having an aggregate value of approximately US$184.5 million.
CrossAmerica has agreed to sell to Couche-Tard assets having an aggregate value of approximately
US$184.5 million. These CrossAmerica assets include the real estate property for 56 U.S. companyoperated convenience and fuel retail stores currently leased and operated by Couche-Tard pursuant to a
master lease that CrossAmerica previously purchased jointly with or from CST Brands Inc. (the “master
lease properties”), and 17 company-operated convenience and fuel retail stores currently owned and
operated by CrossAmerica located in the U.S. Upper Midwest. The existing fuel supply arrangements for
the 56 master lease properties will remain unchanged.
It is expected that the exchange of assets will occur in a series of transactions over a period of up to
24 months. The Circle K retail stores to be sold to CrossAmerica will remain at Couche-Tard until dealers
are secured to operate the sites. The process is already underway to identify qualified dealers, and the first
transaction is anticipated to occur in the first half of calendar year 2019.
It is expected that there will be no
additional funding required as part of these transactions. CrossAmerica also expects these transactions
will be accretive to distributable cash flow to its limited partners.
The asset exchange agreement was approved by the CrossAmerica board of directors following the
approval of the terms of the transaction by its independent Conflicts Committee. The Conflicts Committee
was advised by Evercore as its independent financial advisor and by Richards, Layton & Finger, P.A. as its
independent legal counsel. Couche-Tard was advised by Faegre Baker Daniels LLP. The closing of each
asset exchange transaction is subject to customary closing conditions.
Gerardo Valencia, CEO and President of CrossAmerica, stated, “We are very excited about this first asset
exchange with Couche-Tard and the substantial benefits it provides to the partnership. This transaction
provides further diversity to our wholesale network, an important step in our goal of simplifying the business
and cash flow streams.” Valencia added, “As partners, we took the necessary time to secure a plan that
will allow for an easy transition of these sites from Couche-Tard to CrossAmerica and add value for all
Brian Hannasch, President and CEO of Couche-Tard, said: “We believe this transaction will be beneficial
to both parties. The transfer of Couche-Tard’s retail stores to CrossAmerica will help optimize the long-term
value of these assets, further strengthens Couche-Tard’s core retail business and is a win-win for both sets