Alimentation Couche-Tard Inc. has obtained clearance from the Federal Trade Commission (FTC) for the acquisition of CST Brands Inc. Closing is expected to occur on June 28, 2017.
As per the terms of the merger agreement, CST stockholders will receive US$48.53 in cash per share, without interest, representing a total enterprise value of approximately US$4.4 billion, including the assumption of net debt.
Once this transaction is completed, Couche-Tard would control the general partner of CrossAmerica Partners LP (CAPL), a publicly traded master limited partnership, and would own 100% of CAPL’s Incentive Distribution Rights and approximately 21% of CAPL’s outstanding common units. CAPL distributes branded and unbranded road transportation fuel to approximately 1,200 locations in the United States.
Asset Sale
During the last months, Couche-Tard has worked closely with the FTC and the Canadian Competition Bureau with the aim of obtaining clearance for the deal. To that end, Couche-Tard has agreed to divest certain sites in the United States and continues to work with the Competition Bureau to obtain clearance for the transaction in Canada, which is expected to be cleared and announced later this week.
Following the review by the FTC of the acquisition of CST and in compliance with regulatory requirements, Couche-Tard has agreed to sell 70 sites to Empire Petroleum Partners LLC in the U.S. Couche-Tard expects the divestiture transaction to close at the end of August or in early September, 2017. Until completion of the divestitures in accordance with the U.S. consent decree, the sites would be operated in the ordinary course of business by Couche-Tard. As a result, Couche-Tard would be adding 1,178 sites to its U.S. network in several states: Arkansas, Arizona, Colorado, Florida, Georgia, Louisiana, New Mexico, New York, Oklahoma and Texas.