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Mergers & Acquisitions

CST Brands Completes Lehigh Purchase

Lehigh Gas Partners changes name to CrossAmerica Partners

SAN ANTONIO & ALLENTOWN, Pa. -- CST Brands Inc. has completed the purchase of 100% of the membership interests of Lehigh Gas GP LLC, the general partner of Lehigh Gas Partners LP, from Lehigh Gas Corp., and of all of its outstanding incentive distribution rights(IDRs), for $17 million in cash and 2.044 million shares of CST common stock.

Lehigh Gas CrossAmerica (CSP Daily News / Convenience Stores / Gas Stations)

The companies also announced that Lehigh Gas Partners LP has changed its name to CrossAmerica Partners LP effective October 1. Beginning on October 6, CrossAmerica will begin trading under the symbol "CAPL" and the partnership's common units will continue to trade on the New York Stock Exchange (NYSE).

Joe Topper, chairman and CEO of the general partner of LGP prior to CST's acquisition, will continue to serve as president and CEO of the general partner and has joined the board of CST Brands. Kim Lubel (formerly Bowers), the chairman and CEO of CST Brands, will assume the role of chairman of the general partner.

"This is a very exciting day for all of us, and signals the start of a new chapter of growth for both CST and the partnership," said Lubel. "I am happy to welcome Joe Topper to our leadership team and, on behalf of the CST board of directors, to the CST board."

"I believe that the new name, CrossAmerica Partners, truly reflects our combined vision of growth of CST and CrossAmerica across the North American continent," said Topper. "Collectively, CST and CrossAmerica distribute fuel to approximately 3,000 locations in 27 states from California to Virginia, Florida to Maine, and across Eastern Canada."

In connection with the closing of the acquisition, CST's credit agreement was amended to, among other things, extend the maturity of the loans under the agreement from May 2018 to September 2019, and to permit the closing of the acquisition and contemplated transactions with CrossAmerica, including potential future dropdown asset sales to CrossAmerica, subject to certain conditions.

Also, CrossAmerica's credit agreement was amended to permit the closing of the acquisition and to allow for the acquisition of potential dropdowns from CST, along with certain other items. The size of the partnership's credit facility was increased from $450 million to $550 million.

CST is one of the largest independent retailers of motor fuels and convenience store merchandise in North America. Based in San Antonio, it has nearly 1,900 locations throughout the southwestern United States and eastern Canada offering a variety of convenience store merchandise, beverages, snacks and fresh food.

In the United States, CST Corner Stores sell fuels and signature products such as Fresh Choices baked and packaged goods, U Force energy and sport drinks, Cibolo Mountain coffee, FC Soda and Flavors2Go fountain drinks. In Canada, CST is the exclusive provider of Ultramar fuel and its Dépanneur du Coin and Corner Stores sell signature Transit Café coffee and pastries.

CrossAmerica, 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, the company 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.

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