Edgar Filing: CrossAmerica Partners LP

SC13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

CrossAmerica Partners LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

22758A105

(CUSIP Number)

Gérard J. Sonnier

Senior Vice President, General Counsel and Corporate Secretary

CST Brands, Inc.

One Valero Way, Building D, Suite 200

San Antonio, TX 78249

(210) 692-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 2, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of the cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.: 22758A105


1.	NAME OF REPORTING PERSON CST Brands, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 8,846,766⁽¹⁾⁽²⁾
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,497,946⁽³⁾
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,846,766⁽¹⁾⁽²⁾
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.2%⁽⁴⁾
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1)

Represents (a) 1,497,946 common units representing limited partner interests (“Common Units”), or approximately 8.8% of the outstanding Common Units in CrossAmerica Partners LP (“CrossAmerica”), held by CST Services LLC (“CST Services”), an indirect wholly owned subsidiary of CST Brands, Inc. (“CST”); and (b) (i) 562,321 Common Units, or approximately 3.3% of the outstanding Common Units, and (ii) 6,786,499 subordinated units representing limited partner interests (“Subordinated Units”), or approximately 90.2% of the

outstanding Subordinated Units, in CrossAmerica, held by Joseph V. Topper, Jr., 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. and Lehigh Gas Corporation (collectively, the “Topper Group”). CST, CST USA Inc. (“CST USA”) and CST Services hold shared voting and dispositive power over the Common Units held by CST Services, and CST holds shared voting power over the Subordinated Units and Common Units held by the Topper Group.

The Subordinated Units may be converted into Common Units on a one-for-one basis upon the termination of the subordination period on or after December 31, 2015 under certain circumstances as set forth in the First Amended and Restated Agreement of Limited Partnership, as amended, of Lehigh Gas Partners LP (the former name of CrossAmerica), which is incorporated herein by reference to Exhibit 3.1 of CrossAmerica’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2012.

(2)

Beneficial ownership of the Common Units and Subordinated Units held by the Topper Group is being reported hereunder solely because CST may be deemed to have beneficial ownership of such securities as a result of the Voting Agreement (as defined in Item 3 below) entered into with the Topper Group as described herein. Neither the filing of this Amendment No. 1 to Schedule 13D nor any of its contents shall be deemed to constitute an admission by CST that it is the beneficial owner of any of the Common Units and Subordinated Units held by the Topper Group for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(3)	Represents 1,497,946 Common Units, or approximately 8.8% of the outstanding Common Units in CrossAmerica, held by CST Services. CST, CST USA and CST Services hold shared voting and dispositive power over the Common Units held by CST Services.

(4)	Based on 16,935,650 Common Units and 7,525,000 Subordinated Units outstanding as of January 2, 2015.

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CUSIP No.: 22758A105


1.	NAME OF REPORTING PERSON CST USA Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 1,497,946⁽¹⁾
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,497,946⁽¹⁾
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,497,946⁽¹⁾
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%⁽²⁾
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1)	Represents 1,497,946 Common Units, or approximately 8.8% of the outstanding Common Units in CrossAmerica, held by CST Services. CST, CST USA and CST Services hold shared voting and dispositive power over the Common Units held by CST Services.

(2)	Based on 16,935,650 Common Units and 7,525,000 Subordinated Units outstanding as of January 2, 2015.

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CUSIP No.: 22758A105


1.	NAME OF REPORTING PERSON CST Services LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 1,497,946⁽¹⁾
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 1,497,946⁽¹⁾
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,497,946⁽¹⁾
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%⁽²⁾
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)	Represents 1,497,946 Common Units, or approximately 8.8% of the outstanding Common Units in CrossAmerica, held by CST Services. CST, CST USA and CST Services hold shared voting and dispositive power over the Common Units held by CST Services.

(2)	Based on 16,935,650 Common Units and 7,525,000 Subordinated Units outstanding as of January 2, 2015.

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ITEM 1.

Security and Issuer.

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the common units representing limited partner interests (“Common Units”) and the subordinated units representing limited partner interests (“Subordinated Units”) in CrossAmerica Partners LP, a Delaware limited partnership (“CrossAmerica”). The address of the principal executive offices of CrossAmerica is 645 West Hamilton Street, Suite 500, Allentown, Pennsylvania 18101.

The Subordinated Units may be converted into Common Units on a one-for-one basis upon the termination of the subordination period on or after December 31, 2015 under certain circumstances, as set forth in the First Amended and Restated Agreement of Limited Partnership, as amended, of Lehigh Gas Partners LP (the former name of CrossAmerica), which is incorporated herein by reference to Exhibit 3.1 of CrossAmerica’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2012.

ITEM 2.

Identity and Background.

(a) This Amendment No. 1 is being jointly filed by CST Brands, Inc., a Delaware corporation (“CST”), CST USA Inc., a Delaware corporation (“CST USA”) and CST Services LLC, a Delaware limited liability company (“CST Services”). CST Services is a wholly owned subsidiary of CST USA, which is in turn a wholly owned subsidiary of CST.

CST is a retailer of motor fuel and convenience merchandise items, with operations in the United States and eastern Canada. CST’s operations include (i) the sale of motor fuel at convenience stores, dealers/agents and cardlocks, (ii) the sale of convenience merchandise items and services at convenience stores, and (iii) the sale of heating oil to residential customers and heating oil and motor fuel to small commercial customers. CST indirectly owns 100% of the membership interests of CrossAmerica GP LLC, the general partner (the “General Partner”) of CrossAmerica.

(b) The address of the principal offices of each of CST, CST USA and CST Services is One Valero Way, Building D, Suite 200, San Antonio, TX 78249.

(c) Schedule I hereto sets forth the present principal occupation or employment of each director and executive officer of each of CST, CST USA and CST Services and the name, principal business and address of any corporation or other organization in which such employment is conducted. The information set forth in Schedule I hereto is incorporated herein by reference.

(d) Since May 1, 2013, each of CST, CST USA and CST Services has not, and, to the best of each of CST’s, CST USA’s and CST Services’ knowledge, during the last five years, each of the persons listed in Schedule I hereto has not, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Since May 1, 2013, each of CST, CST USA and CST Services has not, and, to the best of each of CST’s, CST USA’s and CST Services’ knowledge, during the last five years, each of the persons listed in Schedule I hereto has not, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Each of the directors and officers of CST, CST USA and CST Services named in Schedule I to this Amendment No. 1, other than Mr. Stephen A. Smith, is a United States citizen. Mr. Stephen A. Smith is a citizen of Canada.

ITEM 3.

Source and Amount of Funds of Other Consideration.

CrossAmerica Common Units Owned by CST Services

As described in CST’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 8, 2015, on January 2, 2015 (the “Closing”) CST Services completed the sale of a 5% limited partner interest in CST Fuel Supply LP (“CST Fuel”) to CrossAmerica in exchange for 1,497,946 Common Units in CrossAmerica. CST Fuel owns 100% of the issued and outstanding membership interests in CST Marketing and Supply LLC (“CSTMS”), which is a party to a fuel supply agreement with a subsidiary of Valero Energy Corporation.

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Immediately prior to Closing, CST Services, CSTMS and certain subsidiaries of CST Services (“Purchasers”) entered into a fuel distribution agreement, pursuant to which CSTMS will, on an annual basis, sell and deliver to the Purchasers, and the Purchasers will purchase, no less than 1.57 billion gallons for at least 10 years of branded and unbranded motor fuels at a fixed net margin of $0.05 per gallon for resale at retail sites operated by such Purchasers.

CrossAmerica Common Units and Subordinated Units Owned by the Topper Group

As disclosed in the original Schedule 13D filed on October 10, 2015, on October 1, 2014, CST completed the purchase of (i) 100% of the outstanding membership interests in the General Partner and (ii) 100% of the outstanding incentive distribution rights of CrossAmerica, for $17 million in cash and 2,044,490 shares of CST common stock (the “Acquisition”).

Concurrently with the closing of the Acquisition, CST entered into a Voting Agreement (the “Voting Agreement”) with Joseph V. Topper, Jr., 2004 Irrevocable Agreement of Trust of Joseph V. Topper, Sr. and Lehigh Gas Corporation (the former name of Dunne Manning Inc. and, collectively, the “Topper Group”) for the benefit of CST. Pursuant to the Voting Agreement, each member of the Topper Group agreed that at any meeting of the holders of Common Units or Subordinated Units of CrossAmerica it would vote (or cause to be voted) its Common Units or Subordinated Units of CrossAmerica that are subject to the Voting Agreement in accordance with the recommendations of the Board of Directors of the General Partner, which is wholly owned and controlled by CST. Under the terms of the Voting Agreement, the Topper Group also provided CST an irrevocable proxy to vote on the Topper Group’s behalf in accordance with the recommendations of the Board of Directors of the General Partner.

The Voting Agreement will remain in effect with respect to any member of the Topper Group for so long as any such member is (i) a director or officer of CST or an affiliate thereof, including CrossAmerica, (ii) the beneficial owner of more than 3% of the outstanding common stock of CST or (iii) the beneficial owner of 10% or more of the outstanding Common Units or Subordinated Units of CrossAmerica.

Pursuant to the Voting Agreement, therefore, CST may be deemed to have acquired beneficial ownership of the Common Units and Subordinated Units held by the Topper Group and subject to the Voting Agreement.

Neither CST USA nor CST Services may be deemed to beneficially hold the Common Units and Subordinated Units held by the Topper Group.

ITEM 4.

Purpose of the Transaction.

The information set forth in Item 3 is incorporated herein by reference.

(a) See Item 3.

(b) N/A

(d) N/A

(e) N/A.

(f) N/A.

(g) N/A.

(h) N/A.

(i) N/A.

(j) Other than as described above, each of CST, CST USA and CST Services currently has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a) – (i) of this Amendment No. 1.

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ITEM 5.

Interest in Securities of the Issuer.

(a)-(b) Beneficial ownership of the Common Units and Subordinated Units referred to herein is being reported hereunder because (i) CST Services directly holds 1,497,946 Common Units, representing approximately 8.8% of the outstanding Common Units of CrossAmerica, (ii) CST and CST USA may be deemed to beneficially hold 1,497,946 Common Units held by CST Services, and (iii) as a result of the Voting Agreement, CST may be deemed beneficially hold 562,321 Common Units, representing approximately 3.3% of the outstanding Common Units, and 6,786,499 Subordinated Units, representing approximately 90.2% of the outstanding Subordinated Units, held by the Topper Group. Neither CST nor CST USA directly owns any Common Units or Subordinated Units of CrossAmerica.

In the aggregate, as of January 2, 2015, (i) CST, CST USA and CST Services hold shared voting and dispositive power to vote or dispose of 1,497,946 Common Units held by CST Services, and (ii) CST holds shared voting power to vote or direct the vote of 8,846,766 Common Units and Subordinated Units, which together represent approximately 36.2% of the outstanding Common Units and Subordinated Units of CrossAmerica. Neither CST USA nor CST Services holds voting or dispositive power over the Common Units and Subordinated Units held by the Topper Group.

Pursuant to Rule 13d-4 of the Act, however, CST expressly declares that neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission by CST that it is the beneficial owner of any of the Common Units or Subordinated Units held by the Topper Group and referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Except as set forth in this Amendment No. 1, each of CST, CST USA and CST Services does not, and, to the best of each of CST’s, CST USA’s and CST Services’ knowledge, each of its executive officers and directors does not, beneficially own any Common Units or Subordinated Units of CrossAmerica.

(c) Except as otherwise disclosed herein, each of CST, CST USA and CST Services has not, and, to the best of each of CST’s, CST USA’s and CST Services’ knowledge, each of the persons listed in Schedule I hereto has not, effected any transaction in Common Units or Subordinated Units of CrossAmerica during the past 60 days, except as disclosed herein.

(d) N/A.

(e) N/A.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described in this Amendment No. 1, to the knowledge of CST, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of CrossAmerica, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7.

Material to Be Filed as Exhibits.


Exhibit Number		Description

Exhibit A		First Amended and Restated Agreement of Limited Partnership of Lehigh Gas Partners LP (the former name of CrossAmerica) (filed as Exhibit 3.1 to CrossAmerica’s Current Report on Form 8-K (File No. 001-35711) filed on October 30, 2012 and incorporated herein in its entirety by reference).

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Exhibit B		Voting Agreement, dated as of October 1, 2014, by and between CST Brands, Inc., Joseph V. Topper, Jr., 2004 Irrevocable Agreement of trust of Joseph V. Topper Sr. and Lehigh Gas Corporation (filed as Exhibit 10.4 to CrossAmerica’s Current Report on Form 8-K. (File No. 001-35711) filed on October 3, 2014 and incorporated herein in its entirety by reference).

Exhibit C		Contribution Agreement, dated as of December 16, 2014, by and among, CST Brands, Inc., CST Services and CrossAmerica Partners LP

Exhibit D		Joint Filing Agreement, dated as of January 9, 2015, by and among CST Brands, Inc., CST USA Inc. and CST Services LLC

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2015


CST BRANDS, INC.

By:		/s/ Gérard J. Sonnier
		Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary


CST USA INC.

By:		/s/ Gérard J. Sonnier
		Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary


CST SERVICES LLC

By:		/s/ Gérard J. Sonnier
		Gérard J. Sonnier Senior Vice President, General Counsel and Corporate Secretary

SCHEDULE I

EXECUTIVE OFFICERS OF CST BRANDS, INC.

AS OF JANUARY 1, 2015


NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT
Kimberly S. Lubel		Chairman of the Board, Chief Executive Officer and President
Clayton E. Killinger		Senior Vice President and Chief Financial Officer
Anthony P. Bartys		Senior Vice President and Chief Operating Officer
Stephan F. Motz		Senior Vice President and Chief Development Officer
Charles H. Adams		Senior Vice President and Chief Marketing Officer

All individuals named in the above table are employed by CST Services LLC, a wholly owned subsidiary of CST USA, Inc., which in turn is a wholly owned subsidiary of CST Brands, Inc. The address of CST Services LLC’s principal executive office is One Valero Way, Building D, Suite 200, San Antonio, TX 78249.

DIRECTORS OF CST BRANDS, INC.

AS OF JANUARY 1, 2015


NAME	BUSINESS ADDRESS	TITLE	PRINCIPAL OCCUPATION AND EMPLOYER
Kimberly S. Lubel	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Chairman of the Board, Chief Executive Officer and President	Not applicable.
Alan Schoenbaum	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Lead Director	Special Counsel Rackspace Hosting, Inc.
Donna M. Boles	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Director	Not applicable.
Roger G. Burton	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Director	Roger G. Burton, CPA
Ruben M. Escobedo	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Director	Not applicable.
Denise Incandela	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Director	President of Digital and Global Ecommerce Ralph Lauren Corporation
William G. Moll	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Director	Not applicable.
Stephen A. Smith	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Director	Executive Vice President and Chief Financial Officer Jackman Reinvention Inc.
Joseph V. Topper, Jr.	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Director	President and Chief Executive Officer CrossAmerica Partners LP
Michael H. Wargotz	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Director	Chairman Axcess Ventures

EXECUTIVE OFFICERS OF CST USA INC.

AS OF JANUARY 1, 2015


NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT
Kimberly S. Lubel		Chairman of the Board, Chief Executive Officer and President
Clayton E. Killinger		Senior Vice President and Chief Financial Officer
Anthony P. Bartys		Senior Vice President
Stephan F. Motz		Senior Vice President
Charles H. Adams		Senior Vice President
Henry P. Martinez		Senior Vice President
Jeremy L. Bergeron		Senior Vice President
Gérard J. Sonnier		Senior Vice President, Secretary and General Counsel

SOLE DIRECTOR OF CST USA INC.

AS OF JANUARY 1, 2015


NAME	BUSINESS ADDRESS	TITLE	PRINCIPAL OCCUPATION AND EMPLOYER
Kimberly S. Lubel	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Chairman of the Board, Chief Executive Officer and President	Not applicable.

EXECUTIVE OFFICERS OF CST SERVICES LLC

AS OF JANUARY 1, 2015


NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT
Kimberly S. Lubel		Sole Manager, Chief Executive Officer and President
Clayton E. Killinger		Senior Vice President and Chief Financial Officer
Jeremey M. Bergeron		Senior Vice President
Paul C. Clark		Senior Vice President
Gérard J. Sonnier		Senior Vice President, Secretary and General Counsel
Tammy V. Floyd		Vice President and Controller
Maria Schroeder		Vice President of Tax
Douglas M. Miller		Vice President

All individuals named in the above table are employed by CST Services LLC. The address of CST Services LLC’s principal executive office is One Valero Way, Building D, Suite 200, San Antonio, TX 78249.

SOLE MANAGER OF CST SERVICES LLC

AS OF JANUARY 1, 2015


NAME	BUSINESS ADDRESS	TITLE	PRINCIPAL OCCUPATION AND EMPLOYER
Kimberly S. Lubel	One Valero Way, Building D, Suite 200, San Antonio, TX 78249	Sole Manager, Chief Executive Officer and President	Not applicable.