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Lehigh Gas Partners Announces Public Offering

Will use proceeds to reduce indebtedness and for general partnership purposes

ALLENTOWN, Pa. -- Lehigh Gas Partners LP has announced the commencement of a public offering of 3.6 million common units representing limited partner interests in the partnership.

In connection with the offering, the partnership expects to grant the underwriters a 30-day option to purchase up to an additional 540,000 common units.

The partnership intends to use the net proceeds from this offering to reduce indebtedness outstanding under its credit facility and for general partnership purposes.

It will offer and sell the common units pursuant to an effective shelf registration statement filed with the U.S. Securities & Exchange Commission (SEC).

Barclays Capital Inc., BofA Merrill Lynch, Raymond James & Associates Inc., Wells Fargo Securities LLC and RBC Capital Markets LLC are acting as joint book-running managers for the offering, and Robert W. Baird & Co. Inc. and Janney Montgomery Scott LLC are acting as co-managers for the offering.

Lehigh Gas Partners, 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. Formed in 2012, Lehigh Gas Partners distributes fuel to more than 1,050 locations and owns or leases more than 625 sites in 16 states: Pennsylvania, New Jersey, Ohio, Florida, New York, Massachusetts, Kentucky, New Hampshire, Maine, Tennessee, Maryland, Delaware, West Virginia, Virginia, Illinois and Indiana. The company is affiliated with several major oil brands, including ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf and CITGO.

San Antonio-based CST Brands--which operates nearly 1,900 convenience stores throughout the southwestern United States and eastern Canada--recently entered into definitive agreements to purchase 100% of the membership interests of Lehigh Gas GP, the general partner of Lehigh Gas Partners LP, from Lehigh Gas Corp. and all of the outstanding incentive distribution rights (IDRs), the units that make up ownership, of Lehigh Gas Partners. The price was $17 million in cash and approximately 2.044 million shares of CST common stock, putting the total value the transaction at approximately $85 million.

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