Mergers & Acquisitions

CST Wraps Up Nice N Easy

Joint transaction with CrossAmerica closes on major-chain acquisition

SAN ANTONIO, ALLENTOWN, Pa. & CANASTOTA, N.Y. -- CST Brands Inc. and CrossAmerica Partners LP have announced the closing of the previously announced acquisition of Nice N Easy Grocery Shoppes. Based in Canastota, N.Y., Nice N Easy operates 77 corporate and franchise convenience stores in central New York.

CST Brands CrossAmerica Nice N Easy (CSP Daily News / Convenience Stores / Gas Stations)

CST Brands and CrossAmerica--formerly Lehigh Gas Partners--jointly purchased the assets of Nice N Easy, with CrossAmerica purchasing 23 fee sites as well as certain fuel distribution assets for $65 million. CST Brands purchased the retail operations at the 32 company-operated sites and certain other assets.

CrossAmerica will lease the acquired real estate to CST and will provide wholesale fuel supply to 24 Nice N Easy sites under long-term agreements. These 24 sites distributed approximately 40.3 million gallons in 2013.

"I want to welcome the dedicated employees of Nice N Easy to the CST organization," said Kim Lubel, chairman and CEO of CST Brands. "We have great respect for the business that Nice N Easy founder, the late John MacDougall, and his team built over the years and look forward to working with and learning from this experienced group."

"We are excited to execute our first joint transaction with CST," said CrossAmerica Partners president and CEO Joe Topper. "The transaction provides the partnership with a stable source of wholesale fuel and rental income and illustrates the potential growth of the partnership with CST through third-party acquisitions."

The independent conflicts committee of the board of directors of the general partner of the partnership has approved the total consideration, subject to adjustment, paid by CrossAmerica for the assets. The partnership funded the transaction through funds available under its credit facility and CST Brands used available cash.

CST Brands is one of the largest independent retailers of motor fuels and convenience store merchandise in North America. Based in San Antonio, CST has nearly 1,900 locations throughout the southwestern United States and eastern Canada. In the United States, CST Corner Stores sell fuel 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.

CST also owns the general partner of CrossAmerica, a master limited partnership (MLP) and wholesale distributor of motor fuels, based in Allentown, Pa.

CrossAmerica Partners, 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. Its general partner, CrossAmerica GP LLC, is a wholly owned subsidiary of CST Brands, Inc. Formed in 2012, CrossAmerica Partners distributes fuel to over 1,100 locations and owns or leases more than 625 sites in sixteen states: Pennsylvania, New Jersey, Ohio, Florida, New York, Massachusetts, Kentucky, New Hampshire, Maine, Tennessee, Maryland, Delaware, Illinois, Indiana, West Virginia and Virginia. The Partnership is affiliated with several major oil brands, including ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf and Citgo. CrossAmerica Partners ranks as one of ExxonMobil's largest distributors by fuel volume in the United States and in the top 10 for many additional brands.

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