Mergers & Acquisitions

Couche-Tard, CrossAmerica Close on Third Asset Exchange

Companies swapping wholesale fuel businesses
Photograph courtesy of Alimentation Couche-Tard

LAVAL, Quebec, and ALLENTOWN, Pa. — Alimentation Couche-Tard Inc. and CrossAmerica Partners LP have closed on an asset exchange transaction announced in November 2019.

As part of the transaction, Couche-Tard has transferred U.S. wholesale fuel supply contracts covering 333 sites and 33 fee and leasehold properties, as well as a cash payment of $13 million, to CrossAmerica. In exchange, CrossAmerica has transferred its 17.5% limited partnership interest in CST Fuel Supply LP to Couche-Tard, which will now have 100% ownership of the entity.

Couche-Tard has retained its dealer sites in California and those operated through its RDK Ventures LLC, a joint venture with Shell Oil Products U.S., as well as other strategic fuel wholesale assets across different parts of the country.

The companies completed the first in a series of asset swaps in May 2019. It completed the second asset swap in September 2019.

CrossAmerica is a 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 indirectly owned and controlled by entities affiliated with Joe Topper Jr., the founder of CrossAmerica Partners and a member of the general partner since 2012. The Allentown, Pa.-based company distributes fuel to approximately 1,300 locations and owns or leases more than 1,000 sites. With a geographic footprint covering 31 states, it has relationships with brands such as ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf, CITGO, Marathon and Phillips 66.

The entities include Topper's Dunne Manning Inc., which owns 200 sites formerly operated by Lehigh Gas-Ohio LLC, including Hy-Miler, Express Lane, Uni-MartJoe’s Kwik Marts, Rocky Top Markets, Zoomerz, Top Star and Choice Tobacco Outlets.

In 2012, Topper founded CrossAmerica as Lehigh Gas PartnersCouche-Tard acquired CrossAmerica in 2017 as part of its acquisition of CST Brands Inc. Couche-Tard also acquired 100% of the membership interests of CrossAmerica GP and 100% of the incentive distribution rights in CrossAmerica. Since the initial public offering in 2012, the general partner has held a noneconomic interest in the partnership. In 2019, CrossAmerica sold off its existing retail network with its sale of 46 sites in the upper Midwest to Dublin-based Applegreen PLC to focus on its wholesale business.

Laval, Quebec-based Couche-Tard’s network consists of about 9,900 mostly Circle K convenience stores in North America. Couche-Tard is No. 2 on the Top 40 update to CSP’s 2019 Top 202 ranking of U.S. c-store chains by number of retail outlets. CrossAmerica is No. 106. CSP will release the complete 2020 list in June.

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