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EX-99.1 - EX-99.1 DISTRIBUTION DECLARATION Q2-20 - CrossAmerica Partners LPcapl-ex991_7.htm

-UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2020

CrossAmerica Partners LP

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35711

 

 

45-4165414

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

 

(IRS Employer

Identification No.)

 

600 Hamilton Street, Suite 500

Allentown, PA

 

18101

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (610) 625-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units

CAPL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Award of Phantom Unit Grant to Non-Employee Directors. The Board of Directors (the “Board”) of CrossAmerica GP LLC, the general partner (the “General Partner”) of CrossAmerica Partners LP, a publicly traded Delaware limited partnership (the “Partnership”), approved the grant under the Lehigh Gas Partners LP 2012 Incentive Award (the “Plan”) of phantom units to each of Justin A. Gannon, Mickey Kim, and Kenneth G. Valosky (the “Non-Employee Directors”).

 

Pursuant to separate Phantom Unit Award Agreements (the “Agreements”), each of Messrs. Gannon, Kim and Valosky has been granted, effective July 23, 2020 (the “Grant Date”), an award of phantom units in an amount equal to the Fair Market Value (as defined in the Plan) of $55,000 on the Grant Date. The Agreements also include awards of distribution equivalent rights (“DERs”, as defined in the Plan) entitling the holder thereof an amount equal to the distributions authorized to be paid quarterly to holders of common units representing limited partner interests in the Partnership (“Partnership Units”), which payments shall be made on or about the same date as the distributions to holders of Partnership Units. The phantom units awarded to the Non-Employee Directors will fully vest on the first anniversary of the Grant Date, conditioned upon continuous service as a Non-Employee Director. Upon vesting, each phantom unit will entitle the holder to receive a Partnership Unit or cash in an amount equal to the Fair Market Value of a Partnership Unit, as determined at the discretion of the Board or a duly appointed committee thereof.

 

Item 7.01Regulation FD Disclosure

 

On July 23, 2020, the Partnership issued a press release announcing that the Board approved a quarterly distribution of $0.5250 per unit attributable to the second quarter of 2020 (annualized $2.10 per unit), consistent with the first quarter of 2020. The distribution attributable to the second quarter is payable on August 11, 2020 to all unitholders of record on August 4, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K is being furnished pursuant to Regulation FD. The information in Item 7.01 and Exhibit 99.1 of Item 9.01 of this report, according to general instruction B.2., shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. By filing this report on Form 8-K and furnishing this information, the Partnership makes no admission as to the materiality of any information in this report that the Partnership chooses to disclose solely because of Regulation FD.

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits

 

 



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CROSSAMERICA PARTNERS LP

 

 

 

 

By:

CrossAmerica GP LLP

 

 

its general partner

 

 

 

Dated: July 23, 2020

By:

/s/ Keenan D. Lynch

 

Name:

Keenan D. Lynch

 

Title:

General Counsel and Corporate Secretary