CST Brands and Lehigh Gas Partners Investor Conference Call CST Brands Strategic Acquisition of LGPs General Partner and IDRs August 7, 2014
CST Brands and Lehigh Gas Partners Overview CST Brands CST Brands Based in San Antonio, Texas U.S. company operated = 1,044 Ranks 266 in Fortune 500 U.S. dealer/agents = 3 CAN company operated = 279 One of the largest independent…
Transaction Overview A CST purchases the General Partner of LGP for 500k in cash B CST purchases the IDRs* (16.5 million in cash and the remainder in CST common shares at approximately 2.04 million shares, a combined current value of…
Post Closing Structure LGP will to continue to be a separate, publicly traded MLP No change in ownership of common or subordinated units of LGP as a result of the transaction CST Brands CST Brands expects to receive an ownership…
Strategic Rationale Overview CST Brands Provides CST with a growth vehicle to fund future expansion Provides CST Brands with infrastructure for the development and maintenance of a wholesale fuel supply business, new store growth and…
Benefits for CST Shareholders Provides CST access to the MLP capital markets to fuel organic growth Partially monetizes the multiple disparity between C-corp and MLP structures CST acquires IDRs that should increase in cash flow in…
Benefits for LGP Unitholders Provides for both greater certainty of and an increased rate of future distribution growth Greater certainty of drop-down asset acquisitions versus third-party acquisitions Creates an enhanced platform…
Future Potential Asset Drop Activity Between CST and LGP A New construction (NTI) of real CST Brands, Inc. property is dropped (sold) to LGP at fair market value NYSE: CST CST receives cash (at least 75%) C B and LP units (maximum…
Post Closing Network Footprint* Pro forma combined entities to have a coast-to-coast national network of assets CST Brands (U.S.) - 1,047 sites CST Brands (CAN) - 850 sites Lehigh Gas Partners (LGP) - 1,093 sites *Pro Forma site…
Post Closing Fuel Brands and Statistics* Creates a platform with meaningful relationships with multiple major oil suppliers CST Before CST / LGP Combined Lehigh Gas CST/LGP CST Brands Partners Combined Annual Revenues ( in…
CST Brands MLPable Asset Drop-Down Options The following is for illustrative purposes only and is subject to the LGP Conflicts Committee and CST Board approval CST expects to drop-down assets for cash (minimum 75% of consideration)…
Post Closing Operational Responsibilities CST U.S. Lehigh Gas CST Brands, Inc. Operations Partners LP CST manages and runs all C- CST creates shareholder value from: LGP manages all U.S. store operations wholesale fuel operations…
Other Deal Considerations Expected close: Early fourth quarter 2014 Both CST and LGPs credit facilities and banks will require consent / modification as a condition to close Other customary conditions to closing CST Brands Tax…
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