CrossAmerica Partners LP Debt Disclosure
Note 11. DEBT
Our balances for long-term debt and finance lease obligations are as follows (in thousands):
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Credit Facility |
|
$ |
692,295 |
|
|
$ |
767,500 |
|
|
|
4,656 |
|
|
|
7,936 |
|
|
Total debt and finance lease obligations |
|
|
696,951 |
|
|
|
775,436 |
|
Current portion |
|
|
3,465 |
|
|
|
3,266 |
|
Noncurrent portion |
|
|
693,486 |
|
|
|
772,170 |
|
Deferred financing costs, net |
|
|
6,299 |
|
|
|
8,238 |
|
Noncurrent portion, net of deferred financing costs |
|
$ |
687,187 |
|
|
$ |
763,932 |
|
As of December 31, 2025, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands):
|
|
Debt |
|
|
Finance Lease Obligations |
|
|
Total |
|
|||
2026 |
|
$ |
— |
|
|
$ |
3,565 |
|
|
$ |
3,565 |
|
2027 |
|
|
— |
|
|
|
1,200 |
|
|
|
1,200 |
|
2028 |
|
|
692,295 |
|
|
|
— |
|
|
|
692,295 |
|
Total future payments |
|
|
692,295 |
|
|
|
4,765 |
|
|
|
697,060 |
|
Less impact of discounting |
|
|
— |
|
|
|
109 |
|
|
|
109 |
|
Total future principal payments |
|
|
692,295 |
|
|
|
4,656 |
|
|
|
696,951 |
|
Current portion |
|
|
— |
|
|
|
3,465 |
|
|
|
3,465 |
|
Long-term portion |
|
$ |
692,295 |
|
|
$ |
1,191 |
|
|
$ |
693,486 |
|
On March 31, 2023, the Partnership and its subsidiary, LGWS (together with the Partnership, the “Borrowers”), amended and restated the Credit Facility. As amended, the Credit Facility provides for an increase of the senior secured revolving credit facility from $750 million to $925 million and extends the maturity date from April 1, 2024 to March 31, 2028. The credit facility can be increased from time to time upon the Partnership’s written request, subject to certain conditions, up to an additional $350 million. The aggregate amount of the outstanding loans and letters of credit under the Credit Facility cannot exceed the combined revolving commitments then in effect. Certain subsidiaries of the Borrowers are guarantors ("Guarantors") of all of the obligations under the Credit Facility. All obligations under the Credit Facility are secured by substantially all of the Partnership’s assets and substantially all of the assets of the Guarantors.
Borrowings under the credit facility bear interest, at the Partnership’s option, at (1) a rate equal to the secured overnight financing rate (“SOFR”), for interest periods of one, three or six months, plus a margin ranging from 1.75% to 2.75% per annum depending on the Partnership’s Consolidated Leverage Ratio (as defined in the Credit Facility) plus a customary credit spread adjustment or (2) (a) an alternative base rate equal to the greatest of (i) the federal funds rate plus 0.5% per annum, (ii) SOFR for one month interest periods plus 1.00% per annum or (iii) the rate of interest established by the Agent (as defined in the Credit Facility), from time to time, as its prime rate, plus (b) a margin ranging from 0.75% to 1.75% per annum depending on the Partnership’s Consolidated Leverage Ratio. In addition, the Partnership incurs a commitment fee based on the unused portion of the credit facility at a rate ranging from 0.25% to 0.45% per annum depending on the Partnership’s Consolidated Leverage Ratio.
The Partnership also has the right to borrow swingline loans under the Credit Facility in an amount up to $35.0 million. Swingline loans bear interest at the base rate plus the applicable alternative base rate margin.
Letters of credit may be issued under the Credit Facility up to an aggregate amount of $65.0 million. Letters of credit are subject to a 0.125% fronting fee and other customary administrative charges. Letters of credit accrue a fee at a rate based on the applicable margin of SOFR loans.
The Credit Facility contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the Credit Facility) of not greater than 4.75 to 1.00. For the quarter during a Specified Acquisition Period (as defined in the Credit Facility), such threshold will be increased by increasing the numerator thereof by 0.5, but such numerator may not exceed 5.25 to 1.00. Upon the occurrence of a Qualified Note Offering (as defined in the Credit Facility), the Consolidated Leverage Ratio threshold when not in a Specified Acquisition Period is increased to 5.25 to 1.00, while the Specified Acquisition Period threshold is 5.50 to 1.00. Upon the occurrence of a Qualified Note Offering, the Partnership is also required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the Credit Facility) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a Specified Acquisition Period. The Partnership is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the Credit Facility) of at least 2.50 to 1.00.
The Credit Facility prohibits the Partnership from making cash distributions to its unitholders if any event of default occurs or would result from the distribution. In addition, the Credit Facility contains various covenants that may limit, among other things, the Partnership’s ability to:
If an event of default exists under the Credit Facility, the lenders will be able to accelerate the maturity of the Credit Facility and exercise other rights and remedies. Events of default include, among others, the following:
The incremental borrowings at the March 2023 closing of the amended and restated Credit Facility were used to repay outstanding borrowings under the JKM Credit Facility, which was terminated on March 31, 2023, and to pay fees and expenses in connection with the Credit Facility and the termination of the JKM Credit Facility.
In connection with amending the Credit Facility and terminating the JKM Credit Facility in March 2023, the Partnership wrote off $1.1 million of deferred financing costs in the first quarter of 2023.
On February 20, 2024, in connection with our Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the Credit Facility. The Amendment, among other things, modified the definition of Consolidated EBITDA contained in the Credit Agreement to permit the full addback of certain lease termination expenses incurred in connection with the Applegreen Acquisition and the addback of other lease termination expenses incurred in connection with other transactions, subject to certain terms and conditions.
Taking the interest rate swap contracts described in Note 12 into account, our effective interest rate on our Credit Facility was 5.6% (with an applicable margin of 2.00%) and 6.2% (with an applicable margin of 2.25%) at December 31, 2025 and 2024, respectively.
Letters of credit outstanding at December 31, 2025 and December 31, 2024 totaled $4.9 million and $5.3 million, respectively.
As of December 31, 2025, we were in compliance with our financial covenants under the Credit Facility. The amount of availability under the Credit Facility at December 31, 2025, after taking into consideration debt covenant restrictions, was $227.8 million.
Finance Lease Obligations
In May 2012, the Predecessor Entity entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty. Since then, the agreement has been amended from time to time to add or remove sites. As of December 31, 2025, we lease 106 sites under this lease with a weighted-average remaining lease term of 1.3 years. We pay fixed rent, which increases 1.5% per year. In addition, the lease requires variable lease payments based on gallons of motor fuel sold.
Because the fair value of the land at lease inception was estimated to represent more than 25% of the total fair value of the real property subject to the lease, the land element of the lease was analyzed for operating or capital treatment separately from the rest of the property subject to the lease. The land element of the lease was classified as an operating lease and all of the other property was classified as a capital lease. This assessment was not required to be reassessed upon adoption of ASC 842–Leases. As such, future minimum rental payments are included in both the finance lease obligations table above as well as the operating lease table in Note 13.
The weighted-average discount rate for this finance lease obligation at December 31, 2025 and 2024 was 3.5%. Interest on this finance lease obligation amounted to $0.2 million, $0.3 million and $0.4 million for 2025, 2024 and 2023, respectively.
See Note 24 for information regarding an amendment of this lease.
Cash paid for interest, including debt and finance lease obligations, amounted to $46.6 million, $49.9 million and $40.1 million for 2025, 2024 and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 2, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 19, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.