CrossAmerica Partners (CAPL) 8-K Forward Looking and Cautionary Statements

Exhibit 99.1

2

Forward Looking and Cautionary Statements

This

presentation

and

oral

statements

made

regarding

the

subjects

of

this

presentation

may

contain

forward-looking

statements,

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995,

or

the

Reform

Act,

which

may

include,

but

are

not

limited

to,

statements

regarding

our

plans,

objectives,

expectations

and

intentions

and

other

statements

that

are

not

historical

facts,

including

statements

identified

by

words

such

as

"outlook,"

"intends,"

"plans,"

"estimates,"

"believes,"

"expects,"

"potential,"

"continues,"

"may,"

"will,"

"should,"

"seeks,"

"approximately,"

"predicts,"

"anticipates,"

"foresees,"

or

the

negative

version

of

these

words

or

other

comparable

expressions.

All

statements

addressing

operating

performance,

events,

or

developments

that

the

Partnership

expects

or

anticipates

will

occur

in

the

future,

including

statements

relating

to

revenue

growth

and

earnings

or

earnings

per

unit

growth,

as

well

as

statements

expressing

optimism

or

pessimism

about

future

operating

results,

are

forward-looking

statements

within

the

meaning

of

the

Reform

Act.

The

forward-looking

statements

are

based

upon

our

current

views

and

assumptions

regarding

future

events

and

operating

performance

and

are

inherently

subject

to

significant

business,

economic

and

competitive

uncertainties

and

contingencies

and

changes

in

circumstances,

many

of

which

are

beyond

our

control.

The

statements

in

this

presentation

are

made

as

of

the

date

of

this

presentation,

even

if

subsequently

made

available

by

us

on

our

website

or

otherwise.

We

do

not

undertake

any

obligation

to

update

or

revise

these

statements to reflect events or circumstances occurring after the date of this presentation.

Although

the

Partnership

does

not

make

forward-looking

statements

unless

it

believes

it

has

a

reasonable

basis

for

doing

so,

the

Partnership

cannot

guarantee

their

accuracy.

Achieving

the

results

described

in

these

statements

involves

a

number

of

risks,

uncertainties

and

other

factors

that

could

cause

actual

results

to

differ

materially,

including

the

factors

discussed

in

this

presentation

and

those

described

in

the

“Risk

Factors”

section

of

the

Partnership’s

Form

10-K

filed

on

March

28,

2013,

with

the

Securities

and

Exchange

Commission

as

well

as

in

the

Partnership’s

other

filings

with

the

Securities

and

Exchange

Commission.

No

undue

reliance

should

be

placed on any forward-looking statements.

3

Management

Representatives

Mark Miller

Chief Financial Officer

Charles Nifong

Vice President of Finance & Chief Investment Officer

4

•

Lehigh Gas Partners LP (“LGP”

or “Lehigh Gas”) is

a leading wholesale distributor of motor fuels and

owner and lessee of real estate related to retail

fuel distribution. Its Predecessor was founded in

1992

Focused on distributing fuels to and owning

and leasing sites primarily located in

metropolitan and urban areas

•

Completed a $138 million Initial Public Offering on

October

30,

2012

(1)

•

Equity market capitalization of $375 million and

enterprise value of $634 million as of 5/16/13

•

As of 3/31/2013, distribute to 779 locations

primarily in the Northeastern United States, Florida

and

Ohio

(2)

208 owned sites and 303 leased sites

(3)

Also distribute to 223 independent dealer

sites and 45 sites through eight sub-

wholesalers

(2)

•

Distributed 591.3 million gallons of motor fuel in

2012

(3)

Lehigh Gas Overview

Top 10

Distributor for

(4)

:

(1)

Includes

$18

million

exercise

of

over-allotment.

(2)

As

of

March

31,

2013.

(3)

On

a

pro

forma

basis.

See

the

press

release

dated

March

25,

2013

for

additional

information.

(4)

Based

on

2012

volume.

5

Lehigh Gas Portfolio Overview

)

6

Lehigh Gas Operations

Industry Value Chain

Pipeline / Storage

Non-Qualifying Income

Retail Distribution

Rental Income (Personalty)

Concessions

Gasoline Station

Wholesale Distributor

Qualified MLP Income

Wholesale Distribution

Rental Income (Realty)

•

Stable cash flow

•

Margin per gallon

•

Limited commodity exposure

•

Multi-year contracts

•

Stable cash flow

•

Prime locations 

•

Multi-year contracts

7

Investment Highlights

•

Stable Cash Flows from Rental Income

and Wholesale Fuel Distribution

•

Prime Real Estate Locations in Areas

with High Traffic

•

Long-Term Relationships with Major

Integrated Oil Companies and Refiners

•

Established History of Completing and

Integrating Acquisitions

•

Aligned Equity Ownership

•

Financial Flexibility to Pursue

Acquisitions and Expansion

Opportunities

8

•

Gasoline consumption in the U.S. has proven to be stable,

with growth in 52 of the last 66

years

•

Since 1985 gasoline consumption has increased from

2.5

to 3.2

billion barrels per year in 2012 (CAGR of 1%)

Down years driven by historical external shocks or

other unusual economic factors

Except for the energy crisis of the late 1970s,

declines were less than 3% in any given year

•

Since 1985, diesel consumption has increased from 0.4 to

0.9 billion barrels in 2011 (CAGR 2.9%)

U.S. Motor Fuel Consumption

(1)

(1)

Source:

Energy

Information

Administration

(EIA).

(2)

Petroleum

Administration

for

Defense

Districts

(PADD).

Motor

Fuel

Consumption

by

PADD

(2)

9

Wholesale Industry Overview

•

Wholesale motor fuel distribution

consists of sales of branded and

unbranded gasoline and diesel to retail

gas station operators and other

wholesale distributors

•

Wholesale marketing is fragmented 

and local

•

Product differentiation

is achieved

through branding gasoline, which can be

sold at a premium price

Exxon, Mobil, BP, Shell and Valero

are considered premium brands

•

SG&A costs are mostly fixed with a small

portion of variable costs

•

Wholesale

fuels

marketing

has

limited

commodity

exposure

•

Lessee dealers

–

Wholesale distributor

owns or leases sites and leases or

subleases sites to the lessee dealer

•

Independent dealer

–

Sites are owned

by an independent dealer or leased by

an independent dealer from a third party

•

Sub-wholesalers

–

Wholesale

distributor sells to sub-wholesalers

•

Company operated stores

–

Wholesale distributor owns or leases

sites and conducts the retail operations

Classes of Trade

Wholesale Business

10

•

Own or lease sites in prime

locations and seek to enhance

cash flow

•

Expand within and beyond core

geographic markets through

acquisitions

•

Serve as a preferred distributor

and dedicated supplier

•

Increase motor fuel distribution

business by expanding     

market share

•

Maintain strong relationships

with major integrated oil

companies and refiners

•

Manage risk and mitigate

exposure

to environmental

liabilities

Lehigh Gas Strategy

11

Lehigh Gas Operating Model

(1)

Lehigh

Gas

–

Ohio,

LLC

(“LGO”).

12

Stable Cash Flows: Wholesale Distribution

(1)

Wholesale

Distribution

Margin

Per

Gallon

represents

revenues

from

fuel

sales

minus

costs

from

fuel

sales

(including

amounts

to

affiliates)

divided

by

the

gallons

of

motor

fuel

distributed.

(2)

YE

(Year

End)

represents

twelve

months

ended

December

31

of

the

applicable

year

and

PF

(Pro

Forma)

represents

2012

pro

forma

as

presented

on

Form

8-K

filed

with

the

SEC

on

March

28,

2013.

(3)

Excludes

gallons

of

motor

fuel

distributed

to

sites

classified

as

discontinued

operations

with

respect

to

the

periods

presented

for

our

predecessor.

Stable cash flows from long-term wholesale motor fuel distribution contracts

•

Our supply agreements with independent dealers generally have 10-year terms

•

Lessee dealers generally have 3-year terms

•

LGO generally has a 15-year term

Gallons

of

Motor

Fuel

Distributed

(2)(3)

Wholesale

Distribution

Margin

Per

Gallon

(1)(2)

13

Number

of

Sites

Owned

and

Leased

(2)

Rental

Income

Per

Site

(1)(2)

Stable cash flows from rental income associated with long-term leases

•

Lease

agreements

with

lessee

dealers

generally

have

3-year

terms

and

had

an

average

of

2.2

years remaining

as of December 31, 2012

•

LGO agreements have 15-year terms and had an average of 14.9 years remaining as of December 31, 2012

Stable Cash Flows: Rental Income

(1)

Rental

income

is

rental

income

from

lessee

dealers

and

from

affiliates.

(2)

YE

(Year

End)

represents

twelve

months

ended

December

31

of

the

applicable

year

and

PF

(Pro

Forma)

represents

2012

pro

forma

as

presented

on

Form

8-K

filed

with

the

SEC

on

March

28,

2013.

14

Prime Real Estate Locations

•

We derive rental income from sites we own or lease that provide convenient fueling

locations primarily in areas that are densely populated

•

We

lease

sites

in

nine

states

(1)

Over

60%

of

US

gasoline

consumption

is

in

the

Midwest

and

Northeast

(2)

•

Limited availability of undeveloped real estate in our current locations presents a high

barrier to entry for the development of competing sites

•

Due to prime locations, owned real estate sites have high alternate use values, which

provides additional risk mitigation

(1)

As

of

March

31,

2013.

(2)

Source:

EIA.

LGP Owned Sites by State

(1)

LGP Owned and Leased Sites by Area

(1)

15

Long-Term Relationships

•

One of the ten largest independent distributors by

volume in the U.S. for Exxon, Mobil, and BP

branded fuels

Also distribute Shell, Valero, Sunoco,

Chevron and Gulf-branded motor fuels

•

Prompt payment history and good credit standing

with suppliers allow us to receive certain term

discounts on fuel purchases, which increases

wholesale profitability

•

Branded fuel is perceived by retail customers as

higher quality and commands a price premium

LGP

Fuel

Distribution

by

Brand

(1)

Brands Distributed

(1)

For

the

Quarter

ending

March

31,

2013.

Relationships

shown

began

with

our

Predecessor.

Supplier

% of

Total

Suppliers

Since:

ExxonMobil

41%

2002

BP

27%

2009

Shell

14%

2004

Valero

4%

2007

Other Branded / Non-Branded

14%

n/a

Total

100%

16

Established History of Acquisitions

•

We have grown primarily through acquisitions

Since 2004, LGP and our Predecessor, have grown the business from 11 owned sites to 208 owned sites, as

of March 31, 2013

We

have

completed

twelve

acquisitions

that

included

10+

sites

per

transaction

•

Majority

of

our

sites

were

purchased

from

major

integrated

oil

companies

•

Established

history

of

quickly

financing

and

closing

acquisitions

•

Wholesale

marketing

is

fragmented

and

local,

providing

many

acquisition

opportunities

Wholesalers

sell

to

121,000

sites

across

the

US

(1)

~73%

of

convenience

store

operators

which

distributed

retail

fuel

own

50

or

fewer

sites

(1)

Major Acquisitions Since 1/1/2009

Recent Sellers

Convenience

Store

Operators

with

Retail

Fuel

Distribution

Site

Count

(3)

(1)

Source:

2012

Association

for

Convenience

&

Fuel

Retailing

(NACS).

(2)

Motiva

is

a

joint

venture

between

Shell

and

Saudi

Arabia

Refining

Company

Inc.

(3)

Source:

2012

NACS

Report.

(2)

Express Lane

2012

48

$45.4

Exxon/Chevron

FL

Dunmore Oil Company

2012

24

$29.0

Exxon/Valero

PA

Motiva Enterprises

(2)

2011

26

$30.4

Shell

30

NJ

BP Products North America

2009

85

$68.4

BP

2

OH & KY

Uni-Mart

2009

24

$12.1

BP

4

OH

States

Seller

Year

Sites

Acquired

Purchase

Price ($MM)

Brand

Wholesale

Supply

Agreements

17

•

On December 21, 2012, we completed the acquisition of assets from Dunmore Oil Company, Inc. and JoJo

Oil Company, Inc. for a purchase price of $29.0 million

Previously a sub-wholesaler of LGP; sites sold approximately 28 million gallons of fuel in 2011

24 sites located in Pennsylvania; 23 owned sites, 1 leased site

Sites are subleased to LGO; estimated $1.7 million aggregate rental income, net of expenses per year

(average $71k / site)

•

On December 22, 2012, we completed the acquisition of Express Lane, Inc. for a purchase price of $45.4

million

48 sites located in Florida; 7 owned sites; 41 leased sites

Sites sold approximately 43 million gallons of fuel in 2011

Sites are subleased to LGO; estimated $4.6 million aggregate rental income, net of expenses per year

(average of $96k / site)

Overview of Dunmore and Express Lane Acquisitions

Map of Express Lane Sites

Map of Dunmore and JoJo Sites

18

•

Liability on portfolio at IPO retained by predecessor entities

•

Rigorous diligence process to identify any issues prior to acquisition

•

Escrow funds at closing for identified liabilities

•

Purchase insurance to protect against cost overruns for known

liabilities and to protect against unknown conditions

•

Participate in state programs that provide funds to assist in

remediation

Risk Management Overview

Environmental

Commodity

Credit

Transportation

•

Purchase and deliver fuel on the same day

•

No overnight ownership of inventory

•

Daily collection and settlement procedures

•

Dealer credit card transactions routed through an LGP

subsidiary

•

Outsource delivery of fuel to independent third party haulers

•

Lowers capital and labor needs and reduces liability

exposure

19

Aligned Equity Ownership

(1)

Lehigh

Gas

Corporation

(LGC)

is

an

entity

in

which

Joe

Topper

holds

a

100%

ownership

interest.

•

Topper Group and LGC

(1)

retain approximately 54.1% ownership in LGP

92.3% of units owned by Topper Group and LGC

(1)

are subordinated

•

Lehigh Gas GP (the general partner) has a non-economic general partner interest in Lehigh

•

45.9% of LGP held by public

Topper Group / LGC vs. Public

Ownership

(1)

Topper Group / LGC Common vs.

Subordinated

Unit

Ownership

(1)

20

Historical Performance

(1)

Based

on

the

December

31,

2012

pro

forma

as

presented

on

Form

8-K

filed

with

the

SEC

on

March

28,

2013.

(2)

PF

2012

EBITDA

excludes

approximately

$7.7

million

in

expenses

in

selling,

general,

and

administrative

expenses

related

to

our

initial

public

offering

and

formation

transactions

and

the

two

transactions

closed

at

year

end.

See

the

8-K

filed

with

the

SEC

on

March

25,

2013

for

additional

detail.

Revenue

(1)

EBITDA

(1)(2)

Fuel

Gross

Profit

(1)

21

First Quarter Overview

•

Distributed 149.7 million gallons, a 12.7%

increase

relative

to

2012

(1)

•

Generated gross profit from fuel sales of $10.3

million,

a

41.7%

increase

relative

to

2012

(1)

•

Generated adjusted EBITDA of $12.6 million, a

53.4%

increase

relative

to

2012

(1)

•

Distributable Cash Flow of $9.3 million or $0.62

per common unit

•

Increased the distribution 3.4% to $1.81 / unit

on an annual basis

•

On May 13, increased credit facility by $75

million to $324 million

•

$126 million in pro forma availability

•

Amended certain financial covenants and

other terms to provide greater flexibility

for acquisitions

•

Committed to prudent acquisition strategy with

conservative financial management

(1)

Based

on

the

March

31,

2012

pro

forma

as

presented

on

Form

8-K

filed

with

the

SEC

on

May

14,

2013.

Summary First Quarter Metrics

(Dollars in thousands, except as noted)

Fuel Gross Profit

10,266

$     

Gallons Distributed (millions)

149.7

Margin per Gallon ($)

0.069

$       

Net Rental Income (revenue less expenses)

6,385

$       

EBITDA

12,428

$     

Non-Cash Equity Incentive Comp Expense

196

Adjusted EBITDA

12,678

$     

Distributable Cash Flow (DCF)

9,338

$       

DCF per Unit ($)

0.62

$         

Distribution per Unit ($)

0.4525

$     

Coverage (DCF / Distribution)

1.4x

Distribution Increase Over Previous Quarter

3.4%

Distribution Yield (as of 5/16/2013)

7.3%

22

Investment Highlights

•

Stable Cash Flows from Rental Income

and Wholesale Fuel Distribution

•

Prime Real Estate Locations in Areas

with High Traffic

•

Long-Term Relationships with Major

Integrated Oil Companies and Refiners

•

Established History of Completing and

Integrating Acquisitions

•

Aligned Equity Ownership

•

Financial Flexibility to Pursue

Acquisitions and Expansion

Opportunities